Superior Spider-Man: Take 2
by VenomSpider33
Summary: AU of ASM 700. Through a stroke of luck, Peter reverses the mind switch. With his dying breathe, Otto makes Peter promise to live his life to the fullest. He's been called Amazing, even Spectacular, but now he must be something else. He must be…Superior
1. Prologue

Superior Spider-Man: Take 2

A/M: my first new story of 2014! I'd like to go ahead and let everyone know that I haven't read ASM 700, only a summary, as $7.99 for a single issue? I don't care how good it is, but that's highway robbery. Anyways, enjoy this alternate take on the Superior Spider-Man!

Otto Octavius, in the stolen body of Peter Parker, raised the taxi above his old body, ready to crush his old body and the mind of Peter Parker trapped within. "It's over, Parker. I've won." He said, and Peter smirked using Otto's mouth.

"Not yet." He said, and pressed a button on his arm. A golden Octobot sprung from the ground, wrapping around Ock, an the two began experiencing each other's memories. Ock pulled it off him, and was about to destroy him, when four mechanical arms wrapped around his limbs, and the golden octobot wrapped around his body.

"NO! It's not fair! I posses the superior intellect, I am destined to become the Superior Spider-Man!" Ock yelled as the transfer was completed. "I am Otto Octavius! If it had been me, Marla Jameson, Ben Parker, Gwen Stacy…they would all still be alive! If they weren't, their killers would have payed!" He said as he arrived back in his own body.

"Maybe." Peter said, taking off his mask and looking Otto in the face as he ripped the Golden Octobot in half. "But then your hands would still have been stained. And I made a promise on Marla Jameson's grave: no one dies when I'm around." He began to reach for Otto, who began to laugh before coughing up blood.

"I see." Otto said. "Well, at least now I can die in piece."

"You obviously weren't listening. I said no one does, and that includes you." Peter said.

"Parker, for once in your life *cough* listen to me." Otto said. "You and I…we're not so different. Both were bullied growing up, both had genius intellects, and both were given powers in an accident." Otto coughed up more blood. "But where I devoted my abilities to proving my own intellect, you used yours to help those who couldn't *hack* themselves. You've been a photographer…a scientist…a misunderstood hero…an Avenger…a better man than I." Otto said, his breathing grew more and more shallow. "Yes, in my dying moments, I see it. YOU are the superior intellect. You are the one who saw the flaw of my Octavian Lens…the one who defused my Octo-Bombs…the one whose designs I stole…Peter Benjamin Parker, will you hear my dying wish?"

"Of course. I owe you that much." Peter said. 'Uncle Ben, I'm sorry, but this is what he wants. There's no way to save him.'

"Live your life to the fullest." Otto said. "That is my Dying Wish. No longer live with regrets. Get back with Mary Jane, or Carlie, or even Carol, you deserve to be happy; prove to the world Peter Parker is a genius, and continue to improve the world with your designs!" Otto coughed up more blood. "You must…become…the Superior…Spider-Man…" Otto said, the last of his life slipping away as his breathing ceased.

"Parker!" A gruff voice said, and Wolverine appeared, Captains Marvel and America close behind him.

"Peter, are you ok?" Captain Marvel asked, and Peter pulled on his mask and picked up Doctor Octopus's body.

"He's dead, Carol." Spider-Man said. "Doctor Otto Gunther Octavius is dead."

The Next Day, Philadelphia

Agent Venom swung into his Philadelphia apartment, settling into his wheelchair as the symbiote receded from his body. "Another night, another patrol." He said as he turned on the TV.

"Breaking news. Otto Octavius, better known as Doctor Octopus, staged an impromptu breakout in the Raft, and formed an impromptu version of the Sinister Six in one last revenge attempt at Spider-Man, which resulted in the doctor's death. The mastermind behind the Sinister Six has been reportedly dying for years, presumably ever since the accident that fused the mechanical arms to his spine, and I am assured by Captain America himself that Spider-Man played no part in Octavius's death." The reporter said.

'Damn, Octavius just doesn't know when to give up.' Flash thought. 'First he tries to fry the world, then he can't make piece with dying.'

"We have received no reports of casualties, save the injury of police detective Carlie Cooper, who was injured by Octavius during his escape." The reporter said.

'Hope she's alright.' Flash thought. 'I'd better call Pete and make sure everyone back home's alright too.'

Houston, Texas

Kaine had been eating an omelet when the report of Octavius's death appeared on screen. "Good. He should have stayed dead when I killed him." He mumbled, and Aracely got off the couch and looked at that.

"You're irritated." She said.

"Stop doing that! It's creepy." Kaine said.

"Now you're angry. But also concerned. Almost like…like what one feels when a sibling is hurt. Are you related to Spider-Man?" Aracely asked.

"Something like that. Look, Aracely, trust me, the less you know about my past the better." Kaine said. 'But she's got a point. Peter's all I have left in the world, and like it or not we're practically brothers. I at least owe him a phone call or something.' Kaine thought.

New York City, Horizon Labs, two days later

Peter was busy working away in his lab. "Retractable talons for better climbing ability, but I can also use them for combat." He mumbled, furiously scribbling on a sticky note and putting it on a white board. "But what material can I use? Maybe a carbon-nano metal. I should ask Reed if he has any suggestions…I should also add claws on the feet, make running up walls easier." He scribbled on more notes.

"Peter? You have a visitor." His secretary said. "Says her name is Mary Jane."

"Send her up." Pete absentmindedly said, not really paying attention. Soon, the red headed beauty came in.

"Hey Pete." She said, but he gave no indication he heard her. "Captain Watanabe said that The Sinister Six is behind bars again." Still no response. "I heard from Harry today. Stanley's beginning to try and walk." Silence. "Godzilla is currently attacking New York and he just ate The Baxter Building."

"That's nice MJ. Tell Carlie I'll be there next time." Peter said, still scribbling furiously.

"Peter, look at me." She said, and he continued to write. "Peter, I swear to god, if you don't acknowledge me, I will call your aunt and we will tear this lab apart." He sighed, before putting down the pen and looking at her. He had a five o clock shadow and bags under his eyes, and his hair was disheveled.

"What MJ?" He said.

"Finally, you acknowledge me." She said. "We've all been worried sick about you! I haven't seen you ever since Octavius died! The hell's wrong with you?"

"Because it could have been me!" Peter said. "Do you even know what that Golden Octobot was designed for? Mind transfer! And you wanna know something? It worked!" MJ's jaw dropped in shock. "That's right. Otto managed to switch bodies with me, and I ended up in his, dying so that bastard's ego could survive! I ended up hurting one of the people close to me, and I came this close to dying!" His body was shaking, and his hands were clenched in anger. "If I hadn't used his arms, I would have died, and not even in my own body! Otto would have been free to do whatever he wanted, and no one would know! So tell me Mary Jane, what would you do if that ever happened to you?" He sat back down, and rubbed his eyes. "Look, I'm sorry I snapped. I've just been through a lot these past few days."

"Look, tiger, I understand." MJ said, before chuckling. "Things used to be so simple, didn't they?" Peter began chuckling too.

"Yeah, they did. God, I can barely remember the days back when my only trouble was trying to balance crime fighting and high school." He said. "What happened to the old days when all I had to deal with was a bank robbery? Back before I had to deal with alien symbiotes, evil clones, world-threatening nutjobs, and calamari based Supervillains trying to steal my body."

"Hard to believe you're that same nerdy guy from Queens my aunt was so dead set on introducing me to." MJ said. "Now you're a scientist, an Avenger, on a first name basis with the entire Fantastic Four, friends with one of the scariest mutants on the planet, you even know Captain America! Y'know, I don't think Otto was just trying to keep his ego going." Peter raised an eyebrow at this.

"What do you mean?" Peter asked.

"He was jealous. You have everything he ever wanted, and he couldn't let an 'inferior mind' have all the glory." MJ said.

"That is so something he would say." Peter said.

"Look, Peter, you know how you've managed to come so far?" Mary Jane asked. "You adapt. It doesn't matter who or what the problem is. Doctor Doom wants to do something loud and egotistical, Doctor Octopus could either save the world or fry it, there's a break out at the Raft, even a giant Spider-Queen, you always find a way. That's what makes you so amazing."

"Well, I am sorta spectacular that way." Peter said. "Thanks MJ. I needed that talk."

"Y'know what else you need? Sleep and a shower. Half the Horizon have to wear gas masks to cover your spider-stink." Mary Jane said.

"You're probably right." Peter said as he got out of the chair. At that moment, something Otto said came back to him.

'No longer live with regrets.'

"So what are you working on now?" Mary Jane asked, drawing Peter from further thought.

"Well, my costumes' getting a little worn out, so I'm designing a new one." Peter said. "I'm only at the drawing board phase, but I should have it ready by the end of next week."

"Well, I'm sure that when it's ready, you'll send all the bad guys running for the rocks they crawled out from." Mary Jane said. As they walked out of the lab, they saw Jurgen and Uatu both wearing gas masks and standing outside Grady's lab.

"Oh c'mon! I don't smell that bad do I?" Peter asked, and his fellow scientists looked at him.

"What are you talking about Parker?" Jurgen asked.

"We just helped Grady do an experiment seeing if we can develop a new fireproof uniform for firefighters. Unfortunately, the pipes holding the sulfur for the fires broke, and now the HazMat teams are cleaning up in there." Uatu said, and he and Jurgen took off their gas masks, before their noses crinkled. "Ugh! What on earth is that smell? It's like someone took a bag of Hulk turds and lit it on fire!"

"For the love of god Parker, take a shower!" Jurgen said, and Peter glared at MJ, who was busy trying not to laugh.

"Not. A. Word." He said, and MJ burst out laughing.

"What's with them?" Jurgen asked.

"No idea. Peter has weird friends." Uatu said.

One week later

'Otto Octavius is dead.' Peter thought, standing in front of the doctor's grave. There had been a small funeral, but not many people had shown up. A few old Sinister Six members like Vulture, Scorpion, and Sandman had been allowed to attend, and some even say they thought Mysterio was there too. 'He tried to survive, to live on in my body. But like all his other plans, they ended up failing, this time at the cost of his life.' Spider-Man's new costume was the same as it always been, only the blue parts were now black, and there were two claws on the feet. 'With his last breath, he made me promise I would live my life to the fullest with no regrets.' Spider-Man began running, before leaping up and firing a web line, swinging high over the city as it began to rain. 'Ever since I put on this mask, I've failed and failed, both as as Spider-Man and Peter Parker, leaving who knows how many dead or hurt because of it. Well no more.' He ran up the side of a skyscraper, using the talons on his feet to keep gravity from taking hold of him. 'From now on, no more regrets. No more what if's or could have beens. I can't afford any more failure. It won't be easy though.' Spider-Man leapt off the building and fired a web just as he was about to hit the ground, using his kinetic energy to swing himself forward. 'But I have to try. I have to honor the wish of my greatest enemy.' Spider-Man landed on top of an abandoned exhibition hall, the same place where Peter Parker was bit by the radioactive spider. 'I need to be better. I have to be stronger, smarter, and prepared for anything. I must become a SUPERIOR SPIDER-MAN!'


	2. Chapter 1: Amazing or Superior?

Chapter 1: Spider-Man: Amazing or Superior?

**A/N: I may update this weekly, at least for the first few chapters, but from the way things are looking it may be monthly.**

Science Building

The New York police department has sent several officers, and they were all engaged in a firefight with Shocker, Speed Demon, Boomerang, the Living Brain, and what looked like a new, female Beetle. "Dammit, these tin cans are worse than useless!" A cop said, looking at the members of the mayor's Anti-Spider Squad that laid deactivated and broken. "We've got guys with super speed, ray guns, and exploding boomerangs. That's right, exploding boomerangs!"

"Speed Demon, keep the exit clear!" Boomerang said.

"Got it. Doing it again. What now?" Speed Demon said as he wrecked another Anti-Spider mandroid.

"Shocker, cover him!" Boomerang ordered. "Living Brain, Beetle, status!"

"Objective complete. Barometric Oscillator acquired." The Living Brain said, the new Beetle trailing close behind him.

"We got your dingus, Boomerang. Now call your wheelman and let's hurry up." Beetle said.

"That'd be BIG wheelman to you, little lady." A voice said over the commlink, and a giant black wheel rolled up to the building.

"You're an idiot Overdrive." Shocker said. "Who the hell pimps out the Big Wheel and uses it as a getaway car?"

"I dunno. Maybe someone who wants to have the coolest getaway vehicle EVER?" Overdrive said.

"Enough you two." Boomerang said. "We need to get back to base. We can chalk this one up as a win for the new Sinister Six!"

"Really? You guys couldn't come up with an original name?" A voice said, and they all looked up to see Spider-Man swinging in. "What about the Rogues, or Injustice League?"

"Get him!" Boomerang said.

"Let's see, who do we have?" Spider-Man said as he kicked Beetle in the face. "Overdrive? Wow, haven't seen you in a while. And no bobble heads of me this time? A lot less creepy. Shocker, long time no see! Good to see you only have two arms this time." He flipped over a blast from Shocker. "Boomerang, buddy! Y'know, you would make a hell of a discus player for our team in the Olympics!" He dodged a laser blast from Beetle. "Living Brain, good to see you're not a glorified remote-controlled toy anymore. Ah, it only seems like yesterday you tore apart my high school." Spider-Man said nostalgically as he dodged a boomerang. "And-hold up, are you a new Beetle? Something tells me you're a lot prettier than the last guys who used that name." Spider-Man landed near Living Brain. "Whoa, is that a tri-titanium shell? Old school, but nice!"

"Warning. Superior force. Must evade." Living Brain said.

"Gettin real tired of your jokes web head!" Shocker said as his gauntlets powered up.

"Here, have an electro-rang!" Boomerang said, tossing an electric boomerang.

"That really frickin' hurt you bastard!" Beetle said, firing an energy blast.

"Huh, well that took care of itself." Spider-Man said as he leapt out of the way, all three attacks striking Living Brain.

"Query: why was this unit equipped with pain sensors?" The robot said as it deactivated.

"Alright, one down. This should be a piece of cake!" Spider-Man said.

"For once, I agree." Speed Demon said, and Spider-Man was assaulted with a barrage of punches.

'Dammit, forgot about him! Hundreds of blows in a fraction of a second…more than my spider sense can keep track of!' Spider-Man thought, and Speed Demon delivered an uppercut to the Web Slinger's jaw, sending him flying back and landing on his chest.

"Razerang!" Boomerang said. "No wait, some things you gotta do up close and personal." He put his foot on Spider-Man's neck, and began to pull. Spider-Man's fingers sharpened into talons, and he slashed them across Boomerang's chest. "Whoa! Since when does Spider-Man do that? Whatever, let's get out of here!" He ordered, and the Sinister Five ran away on the Big Wheel.

"Ow. I haven't felt like that since I first fought Rhino." Spider-Man said, getting up.

"Thanks a lot, Wall crawler." A police officer said. "You really saved our bacon back there."

"No thanks necessary officer. Just doing my job." Spider-Man said.

"Nonsense. Anything you need, just ask." The officer said.

"Now that you mention it, I could use that." Spider-Man said, pointing to the Living Brain.

"Sure. I'd have to run it by the Chief first, but I don't see why not." The cop said.

"Thanks. Tell her to run it by Horizon Labs when they get a chance." Spider-Man said.

Later that Day, Horizon Labs.

Peter, now dressed in civilian attire, watched as two officers unloaded the Living Brain from a police van. "Thanks guys, I'll take it from here. Tell Captain Watanabe I'll make it up to her with something good!" Peter said, and began wheeling the deactivated robot into Horizon.

"Peter, I just heard. They say you-Oh! My! God! It's true! You've got the Living Brain!" Grady said. "That's the Super Nintendo of robots! Dude, let me help you with that!"

"Calm down Grady." Peter said, wheeling the robot to his lab. "I'll let you play with it when I'm done."

"Grady, was that Peter just now?" Max Modell asked.

"Yeah. He's in his lab, bogarting the Living Brain." Grady said. "That guy gets all the fun…"

'Alright, this tech is old school, but I should be able to access this things memories.' Peter thought as he worked on Living Brain. 'I need to know everything about this Sinister Six.'

"Peter?" Max said, entering the lab. "Can we talk for a minute?"

"Can it wait Max? I'm kinda busy here." Peter said.

"Ah yes. Helping Spider-Man. That's precisely what I need to talk about. You see, the more I think what you do here…you're building weapons. Yes, for Spider-Man, yes, they've done a lot of good. But I never intended for my company to be used like this." Max said.

"I can see where your coming from." Peter said. "Spider-Man told me that during the Octavian Lens, Doc Ock used MY inventions to take out the avengers." Peter said. "I'd rarely felt worse in my life. Believe me, the last thing I want is for my inventions to destroy the world. But me and Spider-Man…we've been at war for years. And aren't the best inventions created during war time?"

"Well yes, but-" Max started.

"Here are a few peaceful applications for some ideas I've got." Peter said, handing Max a Horizon tablet.

"My god! This is revolutionary! By all means, please carry on!" Max said. "This could prove to be a big win for Horizon, and another feather in your cap, Mr. Parker! Good luck." Max said as he walked out of the lab. At that moment, Peter's phone began to ring.

"Hello, you've reached the line to Peter Parker. If you're a scary mutant who stinks of cigars and alcohol, press one!" Peter said, reading the caller ID.

"You know he'd gut you if you said that to his face, right?" The voice of Carol Danvers said.

"If you're a beautiful pilot with alien superpowers, press 2!" Peter said.

"Alright, two then." Carol said.

"So Carol, how can I help you? Got any alien tech for me to pick apart?" Peter said.

"Not this time." Carol said. "You still coming tonight?"

"Of course. I haven't missed poker night since I joined." Peter said.

That Night, Avengers Tower

Captain America, Iron Man, Thor, Hulk, Captain Marvel, Spider-Woman, Hawkeye, Black Widow, Spider-Man, and Wolverine were gathered around a table, immersed in their poker game. "So, Pete, I heard you fought a new Sinister Six today." Iron Man said.

"Yeah, but they were no hassle. Ended up taking out one of their teammates for me." Spider-Man said. He had his mask off, and an earpiece in his ear.

"But they got away, didn't they?" Wolverine asked.

"Not really." Spider-Man said, eating a potato chip from the bowl on the table. "Back when I scratched Boomerang, I injected his bloodstream with several microscopic Spider-Tracers. This earpiece let's me listen in on their conversation."

"Clever." Iron Man said.

"Indeed. Thou wouldst give brother Loki a run for his money." Thor said.

"So, what're you gonna do when you find them?" Hulk asked.

"Well, I know where they are, big green. Each one is equipped with GPS trackers and audio transmitters." The wall crawler said.

"So why not go ahead and take them out?" Spider-Woman asked.

"As Shakespeare once said, 'all the world's a stage.' A little theatrics never hurt anyone." Spider-Man said.

"So you're plan is to ambush them at their next heist?" Captain America said. "We could have used people like you in the war."

"Thanks Cap. Now everybody quiet. They're planning their next attack." Peter said.

"The next item we need is an atmospheric condenser." Boomerang said. "We should be able to find one at Horizon Labs. Rest up everyone. Because tomorrow, we attack at Dawn!"

"Well this is even better than I could have hoped for!" Peter said. "They're coming straight to me! It'll be nice having the home field advantage for once."

The Next Day

The Big Wheel, driven by Overdrive barreled into Horizon. "Knock knock!" The reckless driver said.

"Look out!" Grady yelled.

"Come on, you're supposed to say 'who's there'. I got this really good wheel gag, but someone has to feed me the set up line!" Overdrive said.

"Can it Overdrive." Boomerang said. "Beetle, Shocker, spread out and get me the Atmospheric Condenser and-

"Don't bother." Speed Demon said. "2.5 seconds. Searched every room. Got bored. Hauled it back. Man, this things heavy."

"Dammit James! You're useless if you tire yourself out!" Boomerang said. "Janice?"

"Heavy lifting, I know. I'm on it." Beetle said as she flew over and took the device from Speed Demon.

"We should do something!" Bella said.

"Do what?" Uatu said. "These are Supervillains Bella. What can we do?"

"Smart kid." Beetle said, and the five exited the building. "Alright, let's…what the hell?" The entire building was encompassed with what looked like a dome made of webs.

"Where did all this come from?" Shocker asked.

"That would be me." Spider-Man said. "Welcome to my parlor, little flies."

"What? How did you do this? We were barely in there for 10 seconds!" Boomerang said.

"I did this in nine. New personal best." Spider-Man said. "Proportionate speed of a spider. That used to strike me as a tad bit unfair. Until now."

"Well I'll tell you what'll strike you, Web-for-brains!" Speed Demon said as he began to run towards our favorite arachnid. "I'll take you down faster than you can say-"

"Plan Omega Three." Spider-Man said, tapping the emblem on his chest. Instantly, Speed Demon began to slow down.

"What's going on? I can't get any friction!" The speedster said.

"Instant frictionless surface." Spider-Man explained. "Buddy of mine whipped it up and spent a good hour applying it to the pavement. Impressed? I can tell it knocked you off your feet." Spider-Man shot a webline at Speed Demon's feet, knocking him on his back and knocking him unconscious.

"Dammit! That could have busted his head open!" Shocker said.

"Hermie, you've known me for years. Killing isn't my style." Spider-Man said, and tapped his emblem. "Plan Epsilon Five." Red lights turned on, bathing the Four in the light.

"Oh what now?" Boomerang said.

"Another party trick. Introducing Horizon's newest invention. Quick, cheap, easy to install, and environmentally friendly power dampeners, coming to a super-prison near you this fall!" Spider-Man said, and Shocker's gauntlets began to spark.

"Herman?" Boomerang asked.

"My gauntlets are shorting out!" Shocker said, and Beetle inhaled a deep breathe.

"This things getting kind of heavy now." She said, and ended up having to set down the device.

"Were any of you two listening? Power dampening field. That includes weapons and armor." Spider-Man said, deactivating Omega Three and webbing Beetle's wings and pulling her out of the way of Overdrive's big wheel. "Did in mention it includes your gyroscopic stabilizers too?"

"Herman, dude, move!" Overdrive said as his Wheel began to fall over. "Oh this ain't gonna be pretty." Thud! Just like that, only Boomerang was left standing.

"That was perfect Spidey! This one's going right on the Bugle's homepage!" Nora Winters said, capturing the whole thing on her camera.

"No problem Nora. Always happy to help out my favorite newspaper. Now keep filming. I'm about to make the headlines." Spider-Man said.

"The press? When'd they get here?" Boomerang asked.

"You mean Nora? I called them. See Boomer, you made two mistakes. Number one: using the name Sinister Six. You're not even a quarter of what Ock could have made. And two: THAT was your plan? Seriously?" Spider-Man said. "First a barometric oscillator, then an atmospheric condenser? Those are components for a weather machine. What were you gonna do, blackmail the city with tornadoes?"

"Well, it seemed like a good idea at the time." Boomerang said.

You realize I have a God of thunder on speed dial, right?" Spidey said. "Well, I would, if he had a phone." He leapt up right next to the supervillain. "You know what's next, right?"

"Yeah. Just, can you go easy this time? I just got my tooth fixed from the last time." Boomerang said, and Spider-Man socked Boomerang square in the nose.

"Nice job Wall Crawler! We'll take it from here." A police officer.

"It was no problem officer. I was just doing my civic duty." Spider-Man said. 'These guys dropped like a sack of Hulks. Just because you call yourselves the Sinister Six, doesn't mean that you're half as tough as them. Peter Parker: one. Bad guys: zero.' Peter thought.

Far Rockaway, Queens

A bolt of lightning darted across the sky, creating a small crater where it landed. "Gyahhhhh!" A man yelled, and the smoke cleared to reveal Electro. "Where am I? How'd I get here?" He asked, then remembered the battle on the beach, where Thor threw him into space. "Thor…I'm going to kill Thor!" He yelled, before disappearing in an electrical flash.

next time: Thunder and Lightning


	3. Chapter 2: Thunder and Lightning

Chapter 2: Thunder and Lightning

**A/N: this chapter combined Superior Spider-Man 2 and Avenging Spider-Man 18. As I'm not sure if Mary Jane remembers she was married to Peter, so in this story Mephisto wiped both their memories. I don't plan on compressing two issues into one chapter often, but I may do it for stuff like Massacre or No Escape part one**

'I knew this was coming.' Peter Parker thought, as he examined the spot where Electro had landed only a few days earlier. 'I figured Electro would have gotten caught in the Earth's electromagnetic field after Thor threw him into space, and it was only a matter of time before he came back. Looks like I was right. And now? I'm scared.'

New York

'Max Dillon isn't one of the brightest lights on the strand, but he's probably one of the most powerful beings on the planet.' Spider-Man thought as he swung through New York. 'Back when I first began to fight him, his body produced constant amounts of electricity. As the years went on, his powers just kept getting stronger and stronger, but now? He's living electricity.' He dropped down to interrupt a robbery in progress. 'And I have no idea what the electromagnetic fields did to his powers.' Spider-Man ducked under a thugs punch and stood on his hands, performing a gyroscopic kick that knocked out two of them, leaving only two left. 'Since I started working at Horizon, I've been working on countermeasures to help contain him.' He kicked one in the stomach before punching the last one in the face. 'If I know Electro, he'll be out for blood.' Spider-Man swung away, and an idea began forming in his head. 'Asgardian blood, to be specific.' He landed on a building, and pulled out his phone, dialing a number.

"Hello?" A British voice said on the other side of the line.

"Jarvis? It's Spider-Man. Is Thor in?"

Undisclosed AIM Laboratory

Electro was hooked up to all sorts of machinery, and men in beekeeper suits frantically worked on the machines. "And you're sure this is going to work?" Electro said. "It'd be a shame of you all ended up like your friends over there." Electro said, pointing to a pile of burnt corpses.

"Y-yes." The head scientist said. "Thor's hammer produces electrons, which is what you are made of, and that is why he was able to repel you so easily. This machine will convert your electrons into protons, and theoretically should allow you to just phase around his hammer."

"Good. Now get to it!" Electro said, and a beekeeper flicked a switch, and Electro screamed in pain as the machine turned on.

Horizon Labs

These mortals intrigued Thor. The people within the dwelling below him were said to be almost as smart as his longtime ally Stark, yet they were obviously awestruck at his appearance above them, and flashes came from the small devices in their hands called 'Smart Phones'. Thor had never seen the point in having one, even after all his years among the denizens of Midgard. After all, he had just figured out how to use a regular phone, and he didn't have the patience to learn how an 'iPhone' or 'Android' worked. "Hey big guy." A voice said, and Thor looked down at the building below him to see his ally who bore the name 'Spider-Man'. "Thanks for coming. I could really use the help with this."

"Save your thanks. You are a friend and respected comrade of mine, and I always assist my comrades in their times of need." Thor said.

"Aw shucks, you really know how to sweet talk a guy." Spider-Man said. While Thor didn't get why Spider-Man often talked as if he was one of the jesters of Odin's court, he had fought alongside the man enough to know that he had more than earned his spot at Odin's table. "Listen, about why I called you down here…"

"Yes. Jarvis informed me you were quite insistent on me meeting you across from this 'Horizon Labs.' What troubles you, friend?" Thor said.

"Right. Remember Electro, the guy who you shot into space?" Spider-Man said. "Well he's back. And trust me when I say that he knows how to hold a grudge."

"Why do you need my assistance? You hath fought this vile creature alone for years, so why not this time?" The God of Thunder asked.

"Well that's the thing. You're kinda bait." Spider-Man said, and Thor raised an eyebrow at this.

"Kindly explain yourself, or you shall feel Mjolnir's kiss." Thor said.

"Right. Should have phrased that better." Spider-Man said. "Y'see, Electro's living energy. Even if I tracked him down, he would just escape through the city's electrical system. He could be anywhere he wanted in a matter of seconds. However, if he was face to face with his target, he wouldn't run. That gives me an opportunity to capture him using this little number I just whipped up." He pulled a small tube out of his belt. "That better?"

"Aye. I, too, would never shy away from a fight with my enemy. Especially one who humiliated me as I did to him." Thor said, and Spider-Man began swinging through the city, Thor flying close behind him.

"I think I've figured out where he is." The Spider said. "My googles are displaying a real-time view of the city's power grid, and an abandoned warehouse in Brooklyn lit up like a Christmas tree about an hour ago. It might be nothing, but it's worth checking out."

"Lead on, friend." Thor said.

Abandoned Warehouse

The first thing that struck them was the smell. "Odin's beard! 'Tis reminiscent of Hela's domain!" Thor said.

"I think I just lost my appetite for the rest of the week." Spider-Man said. Everyone in the building was burned to a crisp, remnants of a yellow uniform on each of their bodies. "This was an AIM lab. I'd recognize those Beekeeper suits anywhere. Electro must have come here for an upgrade, and cooked this place when he got what he needed."

"The depravity of those you fight knows no bounds." Thor said, remembering that Octavius had tried stealing his ally's body only weeks ago.

"You have no idea. Remind me to tell you about a guy named Stan Carter when this is over." Spider-Man said. 'What was this equipment for? Did Electro use it to amp up his powers?' Spider-Man placed his hand on the machine Electro stood in only minutes before , and got a small shock from it. "Looks like it has something to do with altering the electric charge in atoms."

"Very astute, web head." Electro's voice said, coming from all over, and Avengers both Friendly Neighborhood and Mighty alike screamed in pain as electricity coursed through their bodies. "It took me weeks to reconstitute my consciousness enough so I could get back to Earth. WEEKS! Not to mention you made me look like a fool in front of the whole world."

'Dammit, has he ever produced this much voltage before?' Spider-Man thought. Despite the impending death by Electro, Peter Parker's brain was in two halves. One half was trying to determine the cause of Electro's increased power, the other was thinking of a certain red haired supermodel. "Have to…get out of here…alive…for her." He said through clenched teeth

"Don't be so sure about that web head." Electro said, and electricity stopped coursing through Spider-Man. "But wait your turn, alright? I've got a few anger issues I need to work out on Point Break over here." Thor began to stand, and gripped Mjolnir.

"You dare wish to fight the God of Thunder? Very well then." Thor said. "Have at thee!" Thor swung his hammer, electricity crackling off it, only for it to pass straight through Electro. "What trickery is this?"

"No tricks." Electro said. "Just science. You were able to affect me on the beach because both my body and your hammers lightning had the same negative electrical charge, which repel one another, but now I'm made of protons, which have a positive charge. You know what that means. You can't hurt me…" Electro grabbed Thor by the throat, and the Prince of Asgard screamed in pain as enough juice to power New York for 20 years coursed through his body. "But I can hurt you!

'Protons, of course! This stuff manipulates the electric charge in atoms!' Spider-Man thought, and took out the tube as he crawled over to the machine. 'This device I made is designed to convert Living Lightning over here to a stream of electrons, but if what he's saying is true, then I need to recalibrate this thing for protons.' He began using some of the equipment, the proportionate speed of a spider helping him work faster as Thor continued to scream. 'Work fast Parker, or Thor's goose is cooked! This is it, do or die. No Parker luck, no fallback plan, no Octavius stealing your body, no Reed or Tony with a backup plan! Just me, this device, and Electro.' After what seemed like the longest minute of his life, the modifications were done.

"Hey Sparky!" Spider-Man yelled, and Electro turned to look at him. "Come on and do the electric slide over here!" He flipped on the device, and Electro began to be dragged closer to Spider-Man.

"What's going on? What are you doing?!" Electro yelled.

"Maxy, you only have your big mouth to blame for this." Spider-Man said. "If you hadn't told us you were made of protons now, I would never have figured out the correct modifications I needed to perform on this little beauty. Say hi to Marko for me!"

"I'll f**king kill you web for brains! Mark my words, I'll-" that was all Electro said before he was sucked into the device.

"I would like to say that was a well fought battle, but I am not Loki." Thor said. "My thanks, Spider."

"Don't be thanking me until Electro is on the Raft." Spider-Man said as he helped Thor up. "You ok?"

"Aye. It will take more than that to kill the thunder god." Thor said. "I applaud you Spider-Man. You were able to quickly alter your device to counter Electro's new abilities, whereas Mjolnir had no effect on this vile being."

"Aw shucks, I'm blushing. You can't tell under this mask, but I'm so red faced right now." Spider-Man said as they exited the warehouse. "Can you take this to the Helecarrier on your way back to Asgard or wherever it is you rest your head?" He handed Thor the tube containing Electro.

"Aye. The least I can do to repay you." Thor said, and swung his hammer before disappearing in a flash of lightning.

"See you around, hammer head." Spider-Man said, when on of the pockets on his belt began to vibrate. 'Holy Crap, my phone still works after that? It's not even a Nokia!' He took it out, and read the collar ID as 'MJ'. "Hey Mary Jane, what's up?"

"Not much. You?" The girl on the other side said.

"I just worked with Thor to take down everyone's favorite walking lightbulb." Spider Man answered as he activated his ear piece, and began swinging through the city. "We still on for dinner tonight?"

"You bet Tiger. Though I'd shower first. Hate for the restaurant to smell like microwaved spider." Mary Jane said. "See you there Pete."

"Back at ya." Peter said, and hung up the phone. 'Tonight. Tonight I rectify one of the biggest mistakes of my life.' He thought as he entered his Tribeca apartment. 'Taking what I had with Mary Jane for granted.'

That Night, expensive restaurant

Peter and MJ sat across from one another, Peter regaling MJ with his defeat of the latest to call themselves the Sinister Six. "…and so I swung Beetle into Overdrive's Big Wheel, and it knocked out Shocker when it fell over." Peter said. "Those guys were nothing like anything Ock ever put together."

"I can tell." MJ said. "So what happened next?"

"Well, after I knocked out Boomerang, I went to their hideout and got the device they stole the other day and returned it to its rightful owners. Of course, not only was the press there, but so was my charming Cousin-in-law, the mayor of New York himself."

"Did he go on his usual 'this is your fault' rant?" The model asked.

"Surprisingly not. He just groaned out a 'thank you' and shook my hand. I guess saving the Earth from Ock helped finally earn me some brownie points from ol' Flat top." Peter said. "I swear, Jonah blames me for everything. Rhino robbed a bank? Well he has to be in cahoots with Spider-Man!" He said, doing his best impersonation of J Jonah Jameson. "An earthquake destroyed the city? It's Spider-Man's fault! Ultron destroyed the earth? Spider-Man planned it all!" This got a laugh from MJ.

"At least he never blamed global warming on you." MJ said.

"I think he was saving that one for a rainy day." Peter said. "This is nice. No Supervillains, no symbiote wearing serial killers, no Goblins, no world-threatening crisis to deal with…kinda like the old days." MJ shifted in her seat a little.

"Yeah, it kinda is." MJ said, and they sat in silence for a few seconds.

"Look, MJ, the whole mind switch thing has helped me put a few things into perspective, and I have to be honest. This whole 'just friends' thing we've got going on, it just isn't working for me." Peter said. "Breaking up with you was one of the worst mistakes of my life. I don't even remember WHY we broke up."

"Me neither." MJ said. "I remember us living together for a long time, we were practically married, then…I think we had a fight, and we broke up."

"God, what did we even fight about that was so bad that we had to break up?" Peter asked.

"I don't know. I think…it was right after the Civil War? Yeah, that sounds right." Mary Jane said. "You were broken up over Cap being shot, I mean who wasn't? But you took it pretty hard. He was essentially your mentor."

"Right, and I remember that I kept going out on patrol every night." Peter said. "One night, just as I was about to go out, you said you wanted more, and you wanted me to settle down. No more Spider-Man, no more patrol, just you, me, and the rest of the world."

"Such a stupid fight." MJ said. "I know now that it's impossible to have one without the other."

"What do you mean?" The scientist/Avenger asked.

"You can't have Peter Parker and not have Spider-Man. One cannot exist without the other." MJ said. "But why bring this up now?"

"Because I want to give it another shot." Peter said. "You and me. Please." MJ looked at him, before a small smile appeared on her face.

"I'd like that tiger." Mary Jane said.

One Week Later, MJ's Club

"So, how's business going?" Peter asked as he stepped into New York's hottest new nightclub.

"Good. I had Tony Stark in here the other day, and I saw that guy from the space show you liked. The one that only had one season." Mary Jane said.

"You mean Nathan Fillion?" Peter said. "Aw man, and to think I missed it!"

"Relax, I got you his autograph." MJ said, and handed Peter a napkin with a signature on it.

"And that is why you are awesome." Peter said. "MJ, can I ask a favor?"

"Sure thing tiger." Mary Jane said.

"I whipped up these little beauties a few days ago." Peter said as he pulled out a small red sphere. "This is a Spider Bot. It's a mobile surveillance device that's the next in private security." Peter said. "I was wondering if I could set one up as a sort of trial run."

"And why'd you come to me first? Wouldn't Logan let you set up a few at his school?" Mary Jane asked.

"Because he scares me. A lot." Peter said. "And…well, it's just…y'know. I want to make sure your safe."

"You're sweet." MJ said, kissing him on the cheek. "Alright. But only if you promise not to eavesdrop on my clients. I've got a reputation to uphold."

"Don't need to tell me twice." Peter said, and pressed the Spider-Bot's top. Small arms sprung out of it, and it scuttled up to an out of the way corner in the ceiling where no one would see it.

"Isn't that like-" MJ asked.

"Otto's octobots? Yeah. I've studied the designs for a while, and finally found a way to use them." The genius said, when he got a familiar buzzing sensation. "Hey MJ, why don't I go ahead and swing you home? It's on my way back to the lab, so it'd only add on a few minutes."

"Sure. Just give me a minute to get my jacket while you change." MJ said, and left as Peter began to change into Spider-Man.

'If there's something that could set off my spider sense here, I'd best hurry up and get her out of here.' He thought as he pulled on his Spider-Man mask, and looked up to where the Spider-Bot was. 'I'm counting on you to let me know if she's in danger, little guy. Don't let me down.'

"You ready tiger?" Mary Jane asked.

"Yeah. Hold on tight." Spider-Man said as she grabbed his back, wrapping her arms over his neck. "Now this is really like the old days." Spidey said as he leaped out the window, firing a web. "Romantic web ride through the city, you and me…reminds me of a simpler time." He said, unaware if the bird like creatures watching MJ's from a nearby roof.

Later that day, Horizon

Peter was looking at a tablet with a spider emblem on the back. This was his Spider-Man portfolio, where he kept all his ideas that could help him as Spider-Man. 'Can we make it work this time? Me and Mary Jane…she's the one person who knows what I've been through, who understands both in and out of costume. But what if me being Spider-Man comes between us again? Or what if one of my villains goes after here because of me? Gah, what am I thinking? Of course we can pull this off.' He thought, and pulled up the feed from the Spider-Bot in MJ's. 'Looks like business is booming as usual. People are dancing, having a good time, and-what the hell?'

MJ's

Mary Jane was conversing with Betty Brant in her office. "Thanks for seeing me MJ." Betty said.

"No problem Betts. You're like an older sister to Pete, and you're a hell of a friend." Mary Jane said. "So what's up? You've been acting weird for the past few weeks. Did you and Flash break up again?"

"God I wish it was that simple. That way I can just hate him and be done with that. But it's a lot more complicated than that." Betty said. "I found out some things about my brother, and…I dunno. I guess I just needed some space to deal with it."

"Does it have anything to do with that new Venom who kidnapped you?" Mary Jane asked. She was still haunted by her first encounter with the monster, when Eddie Brock was first bonded to the symbiote and went after Peter's family.

"No, the new one isn't responsible for that. He was trying to save me. He's a good guy now, or at least he's trying to be." Betty said. "I'm still trying to deal with what I learned about Bennet, but I'll tell you one day. When I figure it out my-" she was interrupted when a bird-like creature crashed into an office. "What the hell?!"

"Betty get back!" MJ said.

"What is this thing?" Betty asked as she leapt out of its way, hiding behind a chair.

"Who knows? This is New York, it could be a supervillain, an alien, a mutant, or god knows what else!" Mary Jane said, and the bird like creature picked up Mary Jane and threw her out the window. She would have screamed, if she didn't land on some sort of web a few seconds later. "That's Peter for you." She said, a small smile on her face.

Betty watched as the creature went to the safe, and ripped it open, taking out what appeared to be several documents. "What the hell?" She muttered. A piece of glass crunched under her foot, and the creature turned towards her. "Uh oh." Betty said, and the creature leapt at her.

"Not so fast Big Bird!" Spider-Man said, punching its beak as he crashed through the window. "Didn't anyone ever tell you that breaking and entering is a crime? Now why don't you go back to Sesame Street with Burt and Ernie." Spider-Man said. "Ms. Brant, we have really got to stop meeting like this."

"Spider-Man, my friend! She's-" Betty started to say.

"She's fine. I made sure of it." Spider-Man said. "Ms. Brant, I need you to tell everyone in the club to vacate in case Tweety Bird here brought friends."

"Alright." Betty said, and left the room.

"Alright birdy, now it's just you and me, and a can of whoop ass." Spider-Man said. To his surprise, the bird like creature turned to the window and spread it's wings for flight. 'Judging from the size of those wings, I don't think my webs can keep up with that! Best tag it with a spider-tracer.' Spider-Man thought, and launched a tracer, the tracking device connecting just as the creature took off. "Holy crap! That things almost as fast as Falcon!" Spider-Man said, and leapt out of the window down to the web platform that held Mary Jane.

"Just dropping in?" Mary Jane asked.

"There you go, stealing my jokes." Spider-Man said.

"That thing trashed my office. You gonna kick its ass?" MJ said.

"Yep. I'm tracking where it came from so I can see if there are any more of those things." Peter said. "So, you really think we can make this work again?"

"What do you mean?" MJ said.

"I mean us. The whole 'Peter plus Mary Jane' equation." Peter said. "I've been thinking a lot, and one of the things that scares me most is you getting hurt because of me." He said. "And we both know me trying to retire from being Spider-Man has never worked out. Spider-Man is part of the equation, and as long as that's true then-" he was cut off when Mary Jane pulled up his mask and kissed him.

"You're right. Spider-Man is part of the equation, but I love both the Spider and the Man." She said. "Spider-Man is a part of your very soul, and I refuse to accept you any other way." A small smile appeared on Peter's face.

"How is it that you're always right?" He asked.

"That's my superpower." Mary Jane said. "It's a brand new day Peter. Let's go into it together."

**A/N: I'm just going to say one more thing. After No Escape and the Fall of Shadowland, things are going to get CRAZY!**


	4. Chapter 3: Ruffled Feathers

Chapter 3: Ruffled Feathers

"Mr. Mayor, permission to speak freely?" Carlie Cooper asked. She and Mayor J Jonah Jameson Jr. were standing on the roof of the police station.

"Permission granted Detective Cooper. After all, your witnessing a golden age, one with a city run by me!" Jonah said.

"This is a f**king stupid idea." Carlie said.

"Detective, I need to talk to him, and I don't think either of us have his phone number." Jonah said.

'Well, that's not exactly true.' Carlie thought.

"Now light it up!" The mayor ordered. Carlie sighed, before flipping a switch. Instantly, a giant spider emblem appeared in the sky.

"I hope to god he doesn't make a-" Carlie began to say, when a voice cut her off.

"Harvey Dent. Can he be trusted?" Spider-Man asked in a gruff voice from the shadows.

"Are you done?" Carlie asked.

"Hey, I'm not the one risking a lawsuit from DC Comics." Spider-Man said, and all of a sudden the Spider Signal shorted out.

"What the hell?! Do you know how much taxpayer money that cost? I'll have your-" Jonah began to yell.

"Put it on my tab." Spider-Man said. "I've got a lot of enemies in this city. I don't think it helps my webby little head stay connected to my body if they know where I'm going to be."

"Fine. I'll get rid of it." Jonah said, and Spider-Man tossed him a phone.

"This is a StarkPhone triple encrypted by Tony Stark himself. Use this if you need to reach me." Spider-Man said. "Now why did you call me here?" Jonah mumbled something. "I'm sorry, what?" Spider-Man asked.

"I said I need your help." The mayor said, and Spider-Man's jaw dropped.

"The apocalypse has begun. Any minute now The Blob's going to show up in a speedo and Galactus will start devouring the Earth." He said.

"Horrifying mental image aside, your actions over the recent months have made me reevaluate my stance on you." His Honor said, though anyone could tell he was straining himself to say this. "You saved the Earth from Doctor Octopus, and you did this city a great justice by defeating the Spider-Queen. You are an amazing hero and a credit to this fine city." At this point, Jonah looked like he wanted to bite off his own tongue. Spider-Man stood still for a few seconds, before recomposing himself.

"Uh, thanks, I guess." The Friendly Neighborhood Avenger said.

"Now onto the real reason I called you here." Jonah said. "Chief Pratchett, who couldn't be here because of a family engagement, has requested that you and detective Cooper work together once again. Recently, the Vulture's gang have been committing several robberies."

"I know. I stopped one last week." Spider-Man said, remembering the bird thing he fought in MJ's. "Any idea what he's after?"

"I don't know. That's why you two are going to work together to figure it out." Jonah said, and began walking away. "I need a drink. Those words left a bad taste in my mouth." As soon as he left, Spider-Man began pumping his fist in the air.

"Yes yes yes yes! Finally!" He said, and Carlie looked at him strangely. "What? I've been waiting for him to say something positive about me for years! And I have the whole thing recorded on my googles! The Avengers are never going to believe this!" He said. "Best. Day. Ever. Of all time."

"Are you done?" Carlie asked.

"Yeah, I think I got the joy out of my system. Now we get down to business." Spider-Man said.

NYPD Crime Lab

"What do we know so far about these robberies?" Spider-Man asked.

"They started about a week ago. So far, the only things that have been stolen are a few pricy trinkets." Carlie said. "What did that thing take at MJ's?"

"Betty Bran told me that it stole some documents that must have belonged to the previous owner." Spider-Man said. "But what does Vulture want with a bunch of papers?"

"Your guess is as good as mine." Carlie said, and they stood in silence for a few minutes.

"Look, Carlie, I'm sorry I hurt you when I was in Ock's body." Peter said.

"I know that Pete. It's my own fault for not listening to what you had to say." Carlie said. "Besides, the bullet only hit soft tissue. No permanent harm done." She quickly changed the subject. "Did you tag that thing with a spider tracer?"

"Yeah, but it's either out of range or destroyed." Spider-Man said. "I've got Spider-Bots all over the city, and they'll let me know the minute anything turns up." At that moment, a device on Spider-Man's wrist began to beep. "Well speak of the devil! A lot of them were just spotted going into an abandoned building on 5th street."

"How'd you know that without even checking your watch thing?" Carlie asked.

"My googles can display information from my Spider-Bots." Spider-Man said. "Call Watanabe and tell her to get a containment unit ready for the vulture." He said as he leapt out the window. 'Man, it's been a while since I saw the Vulture.' Spider-Man thought. 'He was one of the first villains I fought as Spider-Man, and the pictures I took of me fighting him were the first I ever sold to the Bugle.' He monologued as he swung through the city. 'But where did he get these bird things from? They don't look like something Smythe made, and I doubt Ock made them for him. Maybe the Jackal made them? No, Kaine killed him. Mr. Sinister? I should ask Logan, but I don't think he'd help a human like Adrian Toomes. I wish I had at least slashed it with my talons so I could have a DNA sample, or plant some micro-tracers.' At that moment, something occurred to Spider-Man. 'Wait, I'm thinking of this all wrong. I've been looking at this assuming that these things aren't human. But what if they are? That would explain why it went straight for the safe, but why would it run? The average criminal-turned-super criminal would stay and fight, but judging from how quickly it turned and ran, it was almost as of it was afraid of me.' He stopped and stood on the building across the street from where his Spider-Bots located the creatures. 'Alright, time to find out.' Spider-Man swung into an open window, and activated his talons.

"Alright, who's ready for…bird…soup." Spider-Man said. In front of him lay an army of thugs wearing Vulture gear and those creatures, and sitting in the middle of them all on some sort of throne was none other than the Vulture himself.

"Welcome to my humble nest Spider. It's a pleasure to see you again." Vulture said. "What brings you to my humble abode?"

"Oh you know, I was in the neighborhood, so I decided to be friendly and drop in. Say, while I'm here, can I borrow some sugar?" Spider-Man said.

"Y'know, I'm glad you're here, bug boy. Saves me the trouble of having to hunt you down myself!" Vulture said. "Get him!" At the Vulture's orders, two of the creatures charged at Spider-Man.

"Wow. There are so many better villain speeches you could have made than 'get him.'" Spider-Man said as he leapt over the creatures, and they both crashed into each other.

"Ouch! Are you ok Jason?" One of them asked to Spider-Man's shock.

"Yeah, sorry Billy." The other one said.

"Ok, what is going on here?" Spider-Man asked, and reached down and unmasked them, revealing two children about seven or eight years old. "W-what?"

"So now you know." Vulture said. "I found all these little street urchins homeless and alone, and recruited them into my crew. In exchange for teaching them to read and write, they steal a few things for me here and-"

"You bastard!" Spider-Man yelled. "Who do you think you are? Using helpless children for your own gain? You're even worse than Octavius!" As Spider-Man spoke, he remembered the stories Flash told him of how his father beat him. How some days he would come to school with bruises, how he lived under that monster for years. But for some reason, it wasn't just the memories of that that angered Spider-Man. He had been in Octavius's body for days, and had experienced the memories of the torment Otto endured from his father.

"Don't get me started on Octavius!" Vulture yelled. "I was there with him since the beginning of the Sinister Six! Despite our differences, Otto Octavius was one of the few people I could call 'friend', and what do I get for my troubles? NOTHING! He was content to let me sit here and burn with the rest of the world while he and the other members of his Sinister Six saved the world!" The members of the Vulture's gang just stood there and watched as their boss and New York's friendly neighborhood hero yelled their lungs out. "And what did he get for his trouble? A cozy grave in some god-forsaken cemetery! Well not me! The Vulture isn't going to bow down to anyone anymore!" The Vulture extended his wings, and dove at Spider-Man.

"Come at me bro!" Spider-Man said as he met the Vulture head on, the impact

"Tell me Spider-Man, did you weep at his funeral?" Vulture asked as the two barreled across the skies. "Did you shed a tear at the fact that Otto Gunther Octavius, the man who tormented you for years, was dead? "Did you ever think to get to know the man behind the name? The real Otto Octavius?" Vulture flung Spider-Man at the street, and Spider-Man used a web-line to stop his fall and swing right back up to punch Vulture in the gut.

"I knew him better than you'd think!" Spider-Man said as he leapt on too of Vulture and began punching him, only for Vulture to perform a barrel roll and knock Spider-Man off.

"Give up Spider-Man! I've upgraded my equipment since we last met!" The old supervillain said as he launched several flèches from his wings. Spider-Man dodged each and every one, except for two he caught with his hands. His Spider Sense went off, and he tossed them right before they exploded.

"Jokes on you bird brain: so have I!" Spider-Man said, and he shot two webs which connected with Vulture's arms. Suddenly, he was no longer able to steer, and was descending rapidly. "Electromagnetic webbing. Did you honestly think I'd use the electromagnetic inverter trick again? I promised Ock I would become a better Spider-Man, and by god, I'm going to do that!"

"We'll see who's become a better version of themselves!" Vulture said, and pressed a button on his wrist. Electricity began to run down the webs, and Spider-Man let go just before it reached him. Without the proportionate strength of a spider holding him down, Vulture was able to tear off the webbing, and regained control of his harness.

"Nice trick. Let's see if you can do that again." Spider-Man said, and he and the Vulture charged at each other.

A nice restaurant

"It's a lovely night Susan." Reed Richards said.

"Indeed it is, darling. Can you please pass the salt?" Susan said. It was the patriarch and matriarch of the Fantastic Four and Future Foundation's monthly date night, a night away from leading the world's greatest super family or trying to find a way to create a reality-jumping Fantasticar. Just the two of them and a romantic night on the town. "I still feel kinda bad about what happened to Peter with Otto."

"Sue, trust me, I feel equally as bad about it as you, but we were lucky that Peter was able to reverse the switch." Reed said. "It scares me to think what an ego like Otto could do in Peter's body."

"Me too. I can't believe we didn't pick up on it when Peter's voice mail became 'if I can't be bothered to pick up the phone do deal with your pointless babble, please leave a message, and I may spare a few of my brain cells to deal with your problem.' That should have set off a few warning bells." Susan said. "Did you hear he's back with Mary Jane?"

"I always liked the two of them together. I'm happy for-" Reed started, when Spider-Man and the Vulture crashed through the window.

"Last chance Toomes! Give up now, and I won't be forced to open a can of whoop ass on you!" Spider-Man yelled as he slashed with his talons.

"Never! I'm going to finally do what Otto never could: kill you!" Vulture said as he dodged out of the way. "Then we'll see who the superior fighter is!" Vulture yelled, before he found he could no longer move his arms. "What-?" He looked to see Sue standing with her hand raised.

"He's all your's Spider!" She yelled.

"Thanks for the assist Sue." Spider-Man said, and reared his arm back for a punch.

"Really Spider-Man? You had to get a human chameleon to help you out? That's not a very Amazing or Spectacular take down." Vulture said.

"That's the thing Adrian. I'm trying to be a Superior Spider-Man, and that means getting some help sometimes." Spider-Man said, and knocked out Adrian with a blow to the head. "Thanks for the assist Sue. Hey Reed."

"Hello Spider-Man. How is your evening?" Reed asked.

"Went on a joyride through New York with the old bird over here." Spider-Man said, and noticed Reed and Sue's attire. "Oh man, I'm sorry guys. I didn't mean to interrupt your date. If I had known, I would have rammed Vulture into a billboard of something."

"Don't worry about it. We're always happy to help out a friend." Reed said. "Though if you don't mind, there's some ribeye steak calling my name."

"Of course. See you around guys." Spider-Man said as he created some web-cuffs and swung off, Vulture tucked under his arm. Before long, he arrive at the building on 5th, police vans all over the place. He swung down, and placed the Vulture in a transport.

"Spider-Man!" A female voice said, and Spider-Man looked to see Captain Watanabe and Carlie walking over to him. "What's the deal with all these homeless kids?" Yuri asked.

"They're the creatures that have been robbing the city for the past week. Vulture was promising to teach them to read and write in exchange for them stealing all over he city. You can ask his gang members to confirm the story." Spidey said.

"That's the thing wall-crawler. Most of his gang's in the wind. We got maybe…how much Carlie?" Watanabe asked.

"That guy from the gang unit said about one eighth of known associates of the Vulture were captured. The rest probably turned tail and ran the minute you and old man Toomes started fighting." Carlie said. "We may be able to work out a plea deal for reduced sentencing in exchange for the locations of his other gang members, but I doubt he would take it even if he did know where they were."

"I'll keep an eye out for them." Spider-Man said. 'But where could they have gone? I couldn't have been gone too long before the cops got here. Oh well, that's another problem for another day.'

Sewers

"Man, how did Spider-Man find us so fast?" One of the Vulture's goons asked.

"I heard from Ming in Chinatown that Spider-Man has been upgrading a lot of his equipment lately. He must have some sort of sonar thing now." Another answered. About twenty of the Vulture's gang and half the kids had hidden in the sewers, leaving the rest of the kids to fend for themselves. In this city, one looked out for themselves.

"Sonar? Highly unlikely." A voice said from the shadows. "A sonar wouldn't be able to penetrate buildings, and he wouldn't have known it was you guys in there if it had. No, he found you with a new surveillance system he calls 'Spider Bots.' Odd name, but what else would you expect from a guy called Spider-Man?"

"Who are you?" One of the thugs asked.

"Someone with a business offer." The voice said. "An offer to be on the winning team, to help be the first step towards the toppling of this world order, creating one where you would be able to have anything you wanted. All I ask is your allegiance."

"We're listening." One said, and the rest nodded in agreement. "So what's the name of our new boss?"

"Once upon a time, I was called 'Norman Osborn', then I was called 'Green Goblin'. After a while I was called 'Iron Patriot', then I became 'Super Adaptoid', but now? I have a new name." A light illuminated the tunnel, revealing the smiling visage associated with the Green Goblin. "You may call me the Goblin King!"

Next Time: Back To School


	5. Chapter 4: back to school

Chapter 4: Back To School

A/N: this chapter is more to set things up for both next chapter and future storyline I plan on exploring, and combines Superior Spider-Man 4, part of Superior Spider-Man 5, and Avenging Spider-Man 16.

Horizon Labs

"So what do you guys think I should do?" Peter asked. He was in the Atrium, talking to the rest of his fellow think tank members about something he'd been thinking on for a while, ever since he had switched minds with Octavius.

"Well, it certainly never hurts to have that title attached to your name, but do you really need to go through all that trouble for your doctorate?" Juergen asked.

"Well, I should've done it a few years ago when I got out of Grad School, but I got busy." Peter said.

"Doing what, taking pictures?" Sajani asked.

"Something like that." Peter thought, thinking of all the battles he'd fought as Spider-Man after college. "But do you guys think Max will let me have the leave to do it?"

"Leave to do what?" Max asked, coming over to the group.

"I'm planning on going back to college so I can get my doctorate." Peter said. "It's something I've toyed with since I came to Horizon, and I figure that I've put it off long enough."

"Well, I wish you the best of luck." Max said. "Consider your leave approved."

"Thanks Max." Peter said, then his shoulders slumped. "But the semester for ESU starts next week. There's no way I'll be able to get approved in time!"

"The dean of admissions at ESU is a good friend of mine." Max said. "I'll be sure to put in a good word for you."

"Thank you Max. I mean it." Peter said, and Max smiled at Peter.

"You're welcome, son. Besides, Dr. Parker has a nice ring to it." The scientist/entrepreneur said.

Sewers below New York

The Goblin King led the leftovers from Vulture's gang through the sewers, eventually coming across a large circular area that was already host to dozens of people wearing green and purple uniforms. "Welcome to my kingdom: the Goblin Underground!" He said. "Everyone you see here has, at one point, been in a gang that opposed Spider-Man. Take those guys over there for example-" he pointed at about six people wearing oriental masks. "-they used to be a part of Mr. Negative's Inner Demons, until Spider-Man, Wraith, and Anti-Venom exposed his identity. And those guys over there-" he pointed to guys wearing goblin masks. "-used to run with Crime-Master's gang, or at least they did until the new Venom killed him."

"Quite the operation you've got here." One of the Vulture thugs said.

"Why thank you. Now go speak to one of the higher ranked members. They'll give you uniforms and a proper initiation." Goblin King said, and began walking away. "I'll be in my 'office', so no one bother me unless we're under attack." The Goblin King grinned maniacally. "We've got a lot of work ahead of us."

One Week Later, Empire State University

'Here I am, once again.' Peter thought as he entered the campus of Empire State University, Aunt May and Mary Jane close behind him. "Do you two really need to be here?" He asked.

"Peter, I remember when your mother was pregnant with you, and all both her and your father could talk about was how they hoped you would follow in your father's footsteps as a scientist. Then, when you began to show an interest in sciences, not a day went by when your Uncle Ben didn't talk about how you were the next Reed Richards or Howard Stark."

"Comparing me to one of the smartest guys alive and a Stark? That might be overselling it a little." Peter said.

"She's right Peter." Mary Jane said. "When I first moved here, my Aunt Anna told me that you were one of the smartest people in the city. I haven't seen anything to prove me wrong since then."

"Thanks, both of you. I appreciate the support." Peter said, giving each of them a hug. "I'll call both of you at lunch." Peter said, and began to walk off.

"That boy…he keeps finding ways to make me proud." May said. "You're lucky to have him."

"I know. I guess I have you to thank for all that." Mary Jane said. "Sometimes I wonder what he would be like if he didn't have such an awesome aunt and uncle."

"He just finds ways to keep impressing me and making me and Ben proud. Defeating all those Supervillains, saving us from that Spider Plague…" May said, and Mary Jane's eyes widened.

"You know?" She asked.

"Mary Jane, I raised that boy since he was a child." May said. "He thinks he's clever, but I've always known, and everyday I take pride that my boy's a hero."

"When are you going to tell him you know?" Mary Jane said.

"One day. I don't know when, but one day, he'll know just how proud I am of him." May said. "Now let's go. I promised Jay I'd be back by lunch."

NYPD Superhuman Investigations Office

Carlie Cooper entered Captain Watanabe's office, where her captain was looking over what looked like a file. "Detective Cooper, thank you for coming down here on your lunch hour." Watanabe said.

"I already ate at my desk." Carlie said. "You wanted to see me about something?"

"You know that genetics company that popped up around the time Octavius died?" Yuri asked.

"You mean Gene Web Industries?" Carlie asked.

"That's the one. The other day, these showed up at my desk." Yuri said, and handed Carlie the file. In it were pictures of strange creatures unloading some sort of equipment.

"Captain, just what the hell am I looking at?" Carlie asked.

"That's what I want you to find out." Yuri said. "Gene Web is up to something, and I want to know what it is."

"Got it. I'll start looking into this immediately." Carlie said.

"And one more thing: keep Spider-Man out if this." Yuri said. "As much as I hate to say it, the squad's become too dependent on him."

"I understand." Carlie said, and looked at the pictures as she walked back to her desk. 'What are these things? They look kinda like…spiders.'

Empire State University

"…and that concludes our lesson for today. Read chapter 5 in your textbooks" Dr. Donald Lamaze said to his class, which included one Peter Benjamin Parker. "Mr. Parker, can you please stay for a moment?" He asked, and Peter walked down next to the portly man.

"Yes Dr. Lamaze?" Peter asked.

"I just wanted to figure out the kind of person you are." Lamaze said, and he sat at his desk. "I remember hearing about you a few years back. The science prodigy from Queens, the one who made a homemade Neutrino Catcher. Several of my colleagues spoke rather highly of you."

"Really? If you don't mind me asking, who are they?" Peter asked, and Lamaze pulled out his smartphone.

"Let's see…Marla Madison-Jameson, before her death at the hands of Alistair Smythe." Lamaze said, and Peter subconsciously grimaced at the memory. "Sorry. I forgot she was your cousin-in-law. Let's see who else… Miles Warren spoke very highly of you, before his psychotic break. Then of course, there's Max Modell and the rest of his team at Horizon Labs. Max even went so far as to call you one of his best scientists, and given the calibre of the rest of his 'Lucky Seven', I'm inclined to believe him."

"Aw shucks, I'm blushing." Peter said.

"That being said, I believe that simply attending my class on Monday, Wednesday, and Friday will be enough to catch you up in this class." Lamaze said.

"So you're suggesting that I come here five days a week?" Peter said.

"No. I understand you have a responsibility to Horizon, so I'm suggesting another of my brightest tutor you." Lamaze said, and wrote an address on a sheet of paper before handing it to Peter. "I already called and discussed it with her, and she says it's ok if you stop by tonight."

"Thanks, doctor. Tell her I'll be there around seven." Peter said, when his phone vibrated.

"I look forward to seeing how you impress me Mr. Parker!" Don called after Peter as he walked away, answering his phone.

"Hello?" Peter asked.

"Hello, Spider-Man." A filtered, yet clearly female, voice said on the other end.

"Who is this? How did you get this number?" Peter asked. 'Who is this guy, and how does he know my secret identity?' Peter thought.

"A friend. You saved my family once, Spider-Man, and I will never forget that. As for how I got this number, a mutual friend gave it to me. If you need anything, I'm sending an encrypted phone to your quarters at Avenger's Tower. Right now, I'm calling to tell you something you'll want to hear." The voice said. "I'm not sure if your aware of this, but Norman Osborn vanished from his hospital bed the day Otto Octavius died."

"Cap told me. I checked all his old hideouts, but I couldn't find anything. Why are you telling me this?" Peter asked as he locked himself in an empty class room and began changing into Spider-Man, creating a web-bag for his clothes.

"Because neither me, nor the people I work for, have been able to find a trace of him. And believe me when I say the people I work for are VERY resourceful." The voice said as Spider-Man swung through the city. "Just be careful. I don't need to tell you how dangerous that man is."

"Before you go, I have one question." Spider-Man said. "Who are you? Can you give me any hint?"

"You helped save my me and my brother's life." The voice said. "I realize that it doesn't help you right now, but just know you've got a friend who can get you some high grade info. Til next time Spider." The line promptly went dead.

'Just who was that?' Spider-Man thought. 'If someone figured out my secret identity, everyone I care about could be in trouble. But from the way she was talking, she doesn't want to hurt me. It even sounds like she might want to help me. And what was that she said about a mutual friend?' Spider-man said, when a scream sounded from around the corner. 'Alright, what garden variety super villain am I dealing-' "Holy Crap!" Spider-Man yelled. In the middle of the street was a giant spider, ripping its way across New York. "Computer, begin analysis. What is this thing?" Soon, his eyepieces announced that it appeared to be some sort of garden spider. "Man, is it just me, or does it feel like the irony gods have it out for me?" He created a web net and stopped some debris from falling in civilians. "Here I am, trying to be a Superior Spider-Man, and what do I have to fight? A giant spider!" He leapt above the spider, and was about to slash at it with his claws, when something in the creature's eyes stopped him, and it's leg snapped up and hit him, sending him sprawling into a building before it went to the next block. 'That was weird. And painful. But mostly weird. Why didn't my spider sense warn me about that things attack? Something about it seemed…familiar.' Spider-Man shook it off, and took off swinging after the monster.

The creature knocked over a car, when Spider-Man charged at it with a pole. "Round two ugly!" He yelled, but he stopped at the entrance of new combatants.

"Heads up web head!" A gruff voice yelled from above, and Spider-Man looked up to see Wolverine, Beast, Iceman, Storm, Shadowcat, Marvel Girl, and Lockheed dropping from a hovering Blackbird.

"Well if it isn't my favorite bunch of mutants!" Spider-Man said.

"I'm afraid pleasantries will have to wait, my arachnid-empowered friend." Beast said. "Can you assist my companions while I figure out what this thing is?"

"Sure thing doc." Spider-Man said, and charged into battle with the X-Men. Iceman blasted its legs, but the creature's strength proved too much for the Spider-Creature.

"Does this have anything to do with you web-head?" He asked, as Shadowcat helped civilians get to safety and used her powers to help them avoid debris.

"This is the first time I've seen it!" Spider-Man said, and Wolverine leapt up and tried digging into it with his claws, only for the adamantium blades to do nothing to penetrate the skin.

"Whatever this thing is, it's pretty well-built!" Wolverine said, and Storm used a gust of wind to knock Wolverine off the creature before using a lightning bolt to shock the creature.

"No matter who made it, it is still a creature of nature, and nature it shall obey!" Storm said, when a blast of energy came from its mouth, sending her falling to the ground.

"I got her!" Spider-Man said, catching the former Queen of Wakanda in his arms. Marvel Girl used her telekinesis to pick up several fallen debris and throw them at the creature.

"I think this is just making it madder!" She said, when webbing came from its mouth and wrapped her in a cocoon. Spider-Man swung over to her, and used his claws to free her.

"Guys, I've got an idea!" Spider-Man said. "Iceman, make an ice wall so we can at least slow it down!"

"On it!" Iceman said, and promptly created an ice wall.

"Marvel Girl, how's your pitching arm?" Spider-Man asked. Marvel Girl was about to ask what he meant, when she realized it herself.

"Pretty good. Tell me when." She said.

"Storm, when I hit it, I need you to lower the air pressure around it." Spidey ordered.

"It shall be as you commanded." Storm said.

"Now Rachel!" Spider-Man said, and Marvel Girl picked him up with her telekinesis and threw him at the creature. "One Fastball Special comin' at ya!" Spider-Man said as he hit the creature on it's head. Storm's eyes glowed , and Spider-Man felt the air starting to get thinner, and he snapped its jaw shut, swinging over to rejoin the X-Men.

"Mind tellin' us what that was about bub?" Wolverine asked.

"So glad you asked, my Canadian friend. That blow to the head, combined with the change in air pressure provided by the lovely Ms. Munroe and my last attack, was enough to stun it and knock it out. Though it should have kicked in by now…" Spider-Man said, and at that moment the creature fell on its side. "There we go! Must have taken so long because it was so big."

"Wait, is it shrinking?" Shadowcat asked. Sure enough, it's size was decreasing. The X-Men plus Spider-Man went over to the creature, and Spider-Man had to take a step back when he saw the creature's true form, and the answer as to why his spider sense didn't detect it.

"Gwen…" he gasped. On the ground was a blonde woman, probably about college age, with a face that belonged to Gwen Stacy. Beast kneeled next to he and took out a device, scanning her.

"She appears to have mutant DNA, but the weird thing is she's not a mutant. She appears to have a mixture of human, spider, and mutant DNA." Beast said.

"I tried reading her mind, but I didn't get anything." Marvel Girl said. "It's almost as if she was just born."

"A clone with human and mutant DNA…this has Sinister written all over it." Wolverine said.

"Agreed. I suggest we warn the X-Men on Utopia. If Mr. Sinister is back, then-" Beast started to say, when Spider-Man spoke up.

"This wasn't Mr. Sinister." He said. "I know this woman. This is Gwen Stacy. She…she died years ago. And I know exactly who did this."

"If it's not mr. Sinister, then who is it?" Shadowcat asked.

"A clone of Gwen Stacy that has Spider DNA in it…there's only one person capable of this." Spider-Man said. "Miles Warren is still alive. The Jackal has returned."

Hour later, Spider-Man sat on top of a building that overlooked the streets of New York, leaning on a gargoyle. 'Wolverine took Gwen- the clone- back to the Jean Grey school.' Spider-Man thought. 'Miles Warren is back…if he's making clones again, then no one's safe. I should call Kaine, warn him about Warren. But where do I call him? I've seen the news reports and know he's in Houston, but how do I contact him? If only I had a-' Spider-Man was pulled from his thoughts when a Spider-Bot climbed on his shoulder.

"Reminder: tutor meeting at 7 PM is in 15 minutes." It said.

"Crap!" Spider-Man said, and began swinging towards the address Lamaze had given him. 10 minutes later, he as standing in front of a door, dressed in his civies. 'This is the place.' He thought, and knocked on the door.

"It's open!" A female voice said from inside, and Peter entered the apartment to see a woman of Italian descent with short dark hair in her kitchen. "You must be Peter Parker. Dr. Lamaze told me you would be dropping by." The woman said.

"Yeah, that's me. You must be…I'm sorry, I have had a crazy day. Almost got crushed by a giant spider this afternoon." Peter said.

"I saw that on the news. Names Anna Maria Marconi." She said, and to his surprise Anna Maria's height decreased, and she came out from behind the counter, revealing she was only four feet tall, causing his jaw to drop. "You might wanna close your jaw. You'll catch a fly." Anna Maria said.

"Sorry. I just wasn't expecting…y'know." Peter said.

"Don't be. I'm used to it." Anna Maria said. "I'm kinda one of those 'big things come in small packages' kind of deals. So, tell me about yourself while I finish making dinner for us."

"You made dinner?" Peter asked.

"My grandmother always told me 'Anna Maria, if you want to make a good first impression, make a good meal.' Now tell me about yourself." She said as she got out two plates.

"Well, I grew up in Queens with my aunt and uncle." Peter said as he sat at a nearby table as Anna Maria put some pasta on the plates. "Didn't really have a lot of friends back in high school, in fact my most common nickname was 'Puny Parker.'

"You're bully sounds like a real jerk." Anna Maria said as she brought Peter his plate.

"He was, but we're good friends now." Peter said.

"So I'm guessing you didn't look like this back in high school." Anna Maria said.

"You should have seen me. I had these big thick glasses, and I wore sweater vests everyday." Peter said. "Then…a burglar broke in, and killed my uncle. After that I just…changed."

"That must have been one hell of a change." Anna Maria said.

"I'll say. Years later, here I am, successful and brilliant scientist for Horizon Labs." Peter said.

"Make anything I might have seen?" Anna Maria asked.

"Let's see…there were those noise reducing headphones, impact reducing helmets, Cryo Cube, power dampening fields for super prisons, frictionless surface, and I still have a few ideas taking up space in here." Peter said, and took a bite out of the pasta. "Holy Thor, this is amazing!"

"Thanks. Old recipe that's been passed down my family." Anna Maria said.

"So Anna, what about you? What field of science are you studying?" Peter asked.

"Genetic engineering. The mutant X-Gene is only the tip of the iceberg, and I'm gonna be the one to find all the secrets of DNA." Anna Maria said.

"Best of luck to you." Peter said. "So, when do we get started?"

Goblin Underground

A feminine figure dressed in battle armor wearing a gold helmet and a green Goblin mask entered Goblin King's workshop/throne room. "My lord, I bring news." Menace said, kneeling.

"Speak, Menace." Goblin said as he tinkered on a spider-bot.

"Spider-Man has encountered one of Warren's creations, and now knows he is alive." Menace said. "Shall I pull our support of his cloning endeavors?"

"No, let Warren continue his experiments. They could prove useful in the future." Goblin King said. "But I don't want to risk the Spider finding out about us just yet…send in Gonzales."

"At once." Menace said, and minutes later, former NYPD officer Vin Gonzales entered the room.

"You called for me master?" Vin said.

"Yes. I have a job for you. I need a distraction for the Spider. Go to Ravencroft, and free Prisoner 2369." Goblin King said. "But you won't be going alone. Megatak!" A computer sparked, and out popped a man who looked like a video game from the 80's.

"The data is at your command, my liege." Megatak said.

"Go with Gonzales and free Prisoner 2369 from Ravencroft." The King said, and handed Gonzales a green tube. "You know what this does. Give it and explain to 2369 what it does."

"As you command." Vin said, and Megatak disappeared as Vin left the room.

"Oh yes." Norman said, a grin appearing on his face. "I know exactly how this will turn out. HA HA HA HA HA!"

Ravencroft Asylum

"This is Dr. Ashley Kafka. Date is January 31, 2014." Dr. Kafka said into a recorder. "Subject 2369 Marcus Lyman, better known to the media as Massacre, shows no signs of improvement. We tried artistic expression to try and reignite his emotions, but so far that has proved…less than fruitful. Next, we tried bringing in pictures of his late wife Judy, but that drew no response. While Marcus remembers what emotions like love or anger clearly, the shrapnel that damaged his brain has rendered his brain unable to create emotions for new experiences." She looked at Marcus, who was separated from her by a one way mirror. "Subject has stated repeatedly that he wishes to kill Spider-Man, but whether this is due to the same anger that super criminals like Otto Octavius or Cletus Kasady harbor for the wall , or the disregard for the lives of others that he has displayed since the accident, is unclear."

"I know you're there, Dr. Kafka. You're a lot like Judy, you know." Marcus said, his cold eyes betraying no emotion. "She was kind, compassionate, always trying to help others. Starting the firm was her idea, you know." Dr. Kafka quickly made sure the cameras in the cell were recording, before Marcus continued to speak. "Not a day went by when I didn't feel like the luckiest man alive. In fact, we were going to try and start a family soon. But then the accident happened, and you know the rest of the story." All of a sudden, the power went out, and Marcus's door opened. That wouldn't have been so bizarre, if Marcus's cell wasn't the only one open. He quickly snapped the neck of the guard, and took his gun, then he walked to where Kafka looked in his window, and pointed the gun at her.

"Please Marcus. Don't do this." Dr. Kafka said.

"Don't worry, it's nothing personal." Marcus said, and pulled the trigger, ending the life of Ashley Kafka. Suddenly, Kafka's phone turned on, and Megatak came out.

"Marcus Lyman, your freedom awaits!" The electronic being said. "Your weaponry awaits you outside this compound. Follow me, and I shall take you to it."

"Whatever. Lead the way." Marcus said.

1 Hour Later

Megatak and Marcus arrived in a warehouse, where Vin was standing near a crate. "Mr. Lyman. My master sends his regards." Vin said, showing the Goblin tattoo on his arm.

"So Osborn really is back." Marcus said as he went over to the crate. "I'd heard rumors from the orderlies, but nothing concrete." Vin and Megatak began walking away as Marcus opened the crate.

"I'm sorry, Mr. Lyman, but I would rather not be around when you resume your activities. You see that cylinder over there?" Vin said, and Marcus looked to see the device. "That's a spider-sense enhancer. It enhances Spider-Man's spider sense tenfold. When you use that, he'll be aware of every bug, person with a bad thought towards him, every car…if it can hurt him, he'll pick it up. You'll have 30 seconds to get the job done. Good luck, Mr. Lyman."

"That's not my name." Marcus said. "Marcus Lyman died when that car bomb went off. My name is Massacre." But Vin and Megatak were already gone. Marcus shrugged, and put on the costume he wore when he first fought Spider-Man, putting on his arm mounted minigun. Looking out the warehouse door, he saw a Burger Town fast-food restaurant across the street. His face holding no emotion what so ever, he walked into the restaurant, and fired his n n, not batting an eye at the screams of those inside as he gunned them down, be they men, women, or children. That night, a message was sent to the whole city: Massacre was back.

A/N:

Next Time: The Shot Heard Around the World


	6. Chapter5 the Shot Heard Around the World

Chapter 5: The Shot Heard Around the World

**A/N: this is it. The end of the first arc of Peter's attempt at being a Superior Spider-Man. So far, he's defeated the Sinister Six, Electro, and Vulture, but now he must deal with a being who he's only encountered once, yet it still haunts him: Massacre. A man with no regard for any form of life, and last time Peter was able to get away, mentally if not physically, unscathed. But believe me when I say this: Peter Parker will never be the same after this.**

**Horizon Labs**

Max, Bella, Sajani, Juergen, Uatu, Chief Pratchett, and Captain Watanabe were all standing outside Peter's lab. He had called them all down here, though no one knew why. "How much longer is your boy going to be, Modell?" Pratchett asked. "I've got a press conference in one hour."

"Be patient, chief." Max said. "I've learned by now that when it comes to Peter Parker, you can't rush genius."

"Why thank you Max." Peter said as he and Grady stepped out of Peter's lab. "I'm flattered, but I think I've kept you waiting long enough. Chief, you remember that old robot Spider-Man sent over a few weeks ago?"

"Not really. I've had a lot on my plate lately." Chief Pratchett said.

'Yeah right. More like busy kissing up to the mayor.' Yuri thought. 'He's a good chief, but he lacks a backbone when it comes to the mayor.'

"Well, the day after Spider-Man defeated the Sinister Six here at Horizon, I got an idea. The Living Brain is an old, worn out robot that's attacked my old high school. Twice. So that got me thinking: if they could reprogram the Living Brain for evil, couldn't we reprogram to be helpful?"

"So Pete called me, and for the past few weeks, we've been giving it a makeover." Grady said.

"So without further ado, I introduce Living Brain 2.0!" Peter said, and out of his lab stepped the living brain, now sporting a blue paint job. "Living Brain 2.0 has one purpose and one purpose only: assist Horizon in any way it can."

"Does that include any illegal activities?" Yuri asked.

"That's one of the improvements we made in it's programming: instituting the Three Laws of Robotics." Grady said. "1. Do no harm to humans. 2. Obey any instructions given by a human unless it goes against rule one. 3. It must avoid its demise at any cost, unless it goes against the first two rules. We also added a fourth one: do not commit any illegal activities."

"If it violates any of these rules, failsafes we installed in its power core will deactivate it." Peter said. "Living Brain 2.0 will be used to transport heavy equipment, enter less than hospitable environments, handle dangerous materials, and assist the Horizon Team with their experiments should they need it. Of course, we'd need your permission, Chief and Captain."

"Well, I don't see any harm. Better it be put to use rather than collect dust in the evidence locker." Chief Pratchett said. "Captain? This is in your jurisdiction."

"Go ahead." Captain Watanabe said. "One of my best detectives trusts mr. Parker, and I trust her judgement."

"Thank you, Captain." Peter said, and Captain Watanabe and Chief Pratchett bid them farewell as they left. "What was that Chief Pratchett said about a press conference."

"You haven't heard?" Uatu asked. "It's been all over the news all day."

"I had a late night, and slept in this morning. Didn't have time to check the news." Peter explained.

"I'm surprised you didn't hear about it." Bella said. "It's all anyone on Facebook, Twitter, Instagram, and even MySpace are talking about."

"What happened last night?" Peter asked.

"Last night, there was a power outage at Ravencroft Asylum, followed by a breakout." Max said. "But there was only one escapee, and who this escapee was has got the whole city scared."

"Who was it?" Peter asked, though he already knew the answer in his gut.

"Marcus Lyman, or as we know him, 'the Walking Massacre.'" Juergen said, confirming Peter's fears. "He killed Dr. Kafka and a guard, before making his get away and shooting up a Burger Town."

"Dead god." Peter said. One hour later, the whole team was watching Pratchett's press conference. "We need to do something to catch him." Peter said.

"Like what?" Grady asked, and Peter tapped his chin.

"Uatu, can you make a software patch for the Spider-Bots I made for Spider-Man a few weeks ago using the Suspect Identification App?" Peter asked.

"Well, yeah, but that much power in one guy's hands?" Uatu asked. "I trust Spider-Man as much as you do, but we're talking about giving him the ability to practically stalk criminals."

"This is only a temporary thing. As soon as Massacre's behind bars again, we'll remove it from the software." Peter said. 'Is this my fault? In our first encounter, I saved Massacre from being shot down by the NYPD. But because I did, he was able to break out, and now Dr. Kafka and innocent people are dead because of it.'

"Pete? You still in there?" Uatu said, snapping Peter out of his thoughts.

"Yeah, just thinking about a few things." Peter said. "We should get to work."

Phizzy Cola Offices

Miranda Pullman ignored her ringing phone, looking at the TV. According to the news, Massacre had entered a Burger Town last night, and shot up the place, killing everyone inside. Which meant that her job as Phizzy Cola's Manager just got a lot harder. "This is a damn mess…why did that nut have to pick a Burger Town?"

"Honestly? It was the closest place I could find. And I needed to send a message." A voice said, and out stepped Massacre.

"A-a m-message? T-to w-w-who?" Miranda asked.

"Spider-Man of course." Massacre said. "He broke the rules by showing up in that bulletproof suit of his. Now, I'm gonna make him pay."

"W-w-w-w-why are y-you here?" Miranda asked.

"Because I have an offer for you." Massacre said. "I understand that as manager of Phizzy Cola, part of your job is protecting Phizzy Cola's public image. So, for 12 million dollars, I'll keep killing, but I'll do it wearing your competitor's logo. You're literally buying bad press for them. Does that sound good?" Miranda looked at his cold, lifeless eyes, and then at his arm mounted minigun.

'Dear god, what the Bugle said is true! I can see it in his eyes: he'll kill me if I refuse. God forgive me.' She thought. "Alright. D-do it." Massacre nodded.

"Thank you for your business." Massacre said, before disappearing into the shadows.

The Next Day

Peter sat in class, half listening to Lamaze's lecture on how transdimensional travel works. 'Massacre is still out there, and I'm here sitting in class. I should be out there looking for that psychopath!' Peter thought. 'I've been trying to be a Superior Spider-Man, but I'm just sitting on my ass while that nut job is running around loose!'

"You ok slim?" Anna Maria whispered, noticing how Peter's fists clenched.

"Yeah, just got a lot on my plate right now." Peter whispered back.

"…and that concludes our lesson for today." Lamaze said. "Please read page 235 in your textbook by the next class." As the entire class got up, Anna Maria walked with Peter.

"So when's a good time for you to come by tomorrow?" Anna Maria asked.

"Well, I've got a little…side project going on at Horizon." Peter said. "I'll let you know when I'm available by tonight."

"Alright. See ya around, mr. P." Anna Maria said, and walked off just as Peter's phone let off a 'Thwip' sound.

'That's the ringtone for my spider-bots!' Peter thought as he took out his phone. 'They must have located Massacre. Let's see, he's-oh god no.' He quickly dialed a number. "Chief Pratchett, this is Spider-Man. I've found Massacre. Send backup to Grand Central Station ASAP!"

Grand Central Station

Spider-Man swung down next to Captain Watanabe, Carlie, Chief Pratchett, and JJJ. "What's the situation in there?" Spider-Man asked.

"At least six hostages, and there are two off-duty officers among them. We sent in a SWAT team, but…" Pratchett said, and there was a solemn moment of silence.

"Alright. Stand by, and give me a few minutes." Spider-Man said.

"Where do you think you're going?" Jameson yelled. "There are children in there!"

"So you remember what happened last time Massacre showed up Flattop?" Spider-Man said. "He had another group of hostages set to blow as insurance. If I go in there right now, he'll blow them up. And I swear to God, I'm not letting that happen." He looked around, the lenses in his mask showing him radio waves, until he found what he was looking for. He followed the signal until he arrived at a bottling plant, entering it and seeing several hostages tied to bombs.

"Spider-Man!" One of them said.

"That's my name. Don't wear it out." Spider-Man said, and quickly covered the explosives in webbing. "This is magnetic webbing designed to block out the signal for Massacre's detonator. I've already signaled the police, and they'll be here shortly with the bomb squad." Relieved breaths filed the air, and one woman even called him a godsend.

Back at Grand Central Station, Carlie, Pratchett, Yuri, and Jonah kept their eyes on the doors. "I see." Pratchett said into a radio. "Fall back, and get the press out of here." He put away his radio. "That was the bomb squad. They said Massacre wired the doors with enough explosives to level the block."

"What do we do now?" Carlie said.

"Now?" Jonah said. "We wait for Spider-Man to do whatever he can."

Spider-Man looked over the situation from a window that have him a clear view of the area. 'Six hostages, a dead SWAT team…this is a damn mess.' Spidey thought. 'I need to end this fast!' He thought, and crashed though the window, quickly covering the hostages in magnetic webbing.

"Spider-Man. Pleasant to see you again." Massacre said.

"I'd be flattered if I didn't know that was complete bull." Spider-Man said. "The crazy train stops here, Massacre."

"Indeed it does. For you." Massacre began firing his mini gun at Spider-Man, who danced around the bullets with his usual acrobatic skill.

"What's wrong Massacre? Finding I'm harder to hit than last time?" Spider-Man said as he used his webs to rip the minigun off of Massacre's arm. Massacre promptly took out his modified assault rifle, and began firing grenades at Spider-Man.

"Doesn't matter. You have to slow down eventually, and you don't have that bulletproof suit this time." Massacre said as he fired at Spider-Man.

"Don't need it this time. See, last time I didn't have my Spider Sense, so you were able to get in a lucky shot." Spider-Man said as he created a web shield around the hostages to shield them from the bullets. "But this time, I've got my spider sense, and that means you're in for a world of hurt!" Spider-Man used his webbing to jam the barrel of Massacre's gun, and he tossed it away as he took out a pistol and some sort of cylinder.

"That's what I'm counting on." Massacre said, and pressed a button on the cylinder. Instantly, Spider-Man felt like his head was vibrating like crazy, suddenly aware of every car, every explosive, every gun trained on the door, and every person who wished him harm, and he dropped to ground.

"What…did you…do?" Spider-Man groaned out, unable to think clearly. Massacre aimed the pistol and shot Spider-Man in the knee, causing the wall crawler to scream in pain as he clutched his wounded leg.

"What do you know, it really worked." Massacre said, before the device sparked, and the only thing Spider-Man could feel was the pain in his knee. Massacre shot Spider-Man in the shoulder, knocking him on his back.

"How…" Spider-Man groaned as he attempted to crawl away, and Massacre began walking over to him.

"Spider sense enhancer. Worked exactly like he said it would." Massacre said as Spider-Man continued to crawl away. Spider-Man extended his hand, and felt his fingers wrap around something cold, but he couldn't tell what through the mind-numbing pain in his leg and shoulder. Massacre stood above Spidey, his eyes showing what looked some form of excitement as a grin broke out on his face. "So this is what excitement feels like. It's so amazing! It's been so long I forgot what it felt like. All it took was killing you." Massacre said, and began to raise his gun.

Peter saw the events that unfolded next in slow motion. Massacre began to raise his gun, and Spider-Man closed his hands around the object, turned to face Massacre, brought it around, aimed at his head, and pulled the trigger. Massacre' face was one of shock, blood running down his face from the bullet hole in his head, before he collapsed. The next few hours were a blur: the NYPD coming in, Carlie asking if he was alright, paramedics loading him in an ambulance, the drive to the hospital, the resident surgeon telling everyone that his mask stays on as they began operating on Slider-Man. It was only when Captain Watanabe arrived to take his statement when Peter spoke, only saying one thing, one people never thought they'd hear from him: "I killed him."

Next Time: Troubled Mind Part 1: No Laughing Matter


	7. Chapter 6: Troubled Mind Part One

Chapter 6: Troubled Mind Part One: No Laughing Matter

A/N: this combines Superior Spider-Man 6 and part of Superior Spider-Man 7

Daily Bugle offices

There was an air of disbelief around the Bugle, as they were in disbelief at the headline they were about to print. "I just can believe it." Ben Urich said. "He's a good guy. There's no way he'd do it on purpose."

"No ones disagreeing Ben." Robbie said. "But this is news, and this is what we need to print."

"I know." Ben said,

"Alright People, make sure we have all the facts right! This was in self-defense, not in cold blood. Understand?" Robbie said. When he got no answer, he nodded. "Alright." He said, and looked at the headline they were using: Spider-Man kills Massacre in self defense.

Goblin Underground

Goblin King grinned maniacally as he watched the news tell the story of how Spider-Man killed Massacre. "Oh yes, this worked out nicely. Tell me Spider, how will you deal with this? HA HA HA HA HA HA HA!"

City Hall

Jameson was holding a press conference in front of City Hall. "In light of the events of last night, the NYPD assures me that Spider-Man acted in self-defense." Jameson said.

"Mayor Jameson, will this hamper your cooperation with Spider-Man against crime?" Norah Winters asked.

"When the web head returns, it'll be business as usual! In fact, I'm adding a ten year sentence to any crime in which super powers are used!" Jameson said.

"But there are at least a dozen super crimes thwarted in this city everyday. Aren't you worried about the strain that will put on the Raft?" Norah asked.

"The Raft? You mean that halfway house for Supervillains in between crime sprees?" Jameson said. "That place is a threat to the very safety of this city that should have been shut down after the Breakout that formed the New Avengers! Which is why I'm proud to announce that I will be shutting down that pathetic excuse for a prison effective immediately!"

"Phil, did you get that?" Nora asked her cameraman, Phil Urich.

"Yeah, I got everything." Phil said as he wiped sweat from his brow. 'Crap. Between a good portion of my cash going to the tinkerer for equipment, and the other part going to Kingsley, and now this? When did this get so hard?' Phil thought. Unknown to anyone, Phil worked for the Kingpin as the current Hobgoblin. "Hey, something just cut our feed!" Phil said.

"What? Some sort of threat just got posted online. We are on code red people!" A secret service agent said, and a pink and white blur zoomed past JJJ.

"We have moment!" An agent yelled as they whipped out their guns.

"What in Sam Hill-?" Jonah said.

"Mr. Mayor get down!" An agent yelled.

"I lost it! Call out where-" another said.

"Over there!" Ol' Brushtop said, and the blur slowed down to show a woman wearing a white jumpsuit and a helmet, both with pink highlights: Screwball.

"Aaaand we're live. You're good to go partner!" Screwball said.

"There's two of them!" An agent said, and a man wearing a black and green jester costume appeared: the Daredevil villain known as Jester.

"He's got something!" An agent yelled as Jester reached in his bag.

"Mayor Jeremiah Jonah Jameson, you've been-" Jester said as he pulled out a pie and slammed it on Jameson's face. "-jested!"

"And to answer our online poll: whoops! Boxers!" Screwball said as she yanked down the mayor's pants. "We got it! Go! Go! Go!"

"Way ahead of you partner!" Jester said as he sprayed an agent with water, and he and Screwball made their get away.

"For more exclusive head-cam footage, go to !" Screwball said.

"Screwball and Jester: out!" Jester said, as he and Screwball vanished.

"Ha ha! You get any of that Phil?" Nora asked in between laughs.

"Not a thing!" Phil said, careful not to activate his Goblin Laugh and blow his cover.

"Aw who cares. It was worth it!" Nora said.

"Everyone shut up!" Jameson said, his rage visible through the pie on his face. "Mark my words: those clowns are going to pay!"

Peter Parker's apartment

'I've been responsible for deaths before.' Peter thought as he stared at his ceiling. 'Uncle Ben, Captain Stacy, Gwen, Sally Avril, all the people villains like Venom, Carnage, Scorpion, and Doc Ock have killed, Marla…but never like this. I've never killed anyone before, at least not like this. The only other time I've taken a life was about 7 years ago, back when I still had a black costume. Charlemagne, a former member of the KGB like Black Widow, was being hunted by her old bosses, and she called Wolverine, who was an old friend of hers, to come and put her out her misery, but she snuck up on me, and I…I…' Peter teared up as he recalled the sound her neck made as his hand struck her. 'I've tried my best to forget about it, but I just can't. I've tried to make amends for that, but now…' Peter still remembered everything vividly. The gun recoiling as the gunpowder ignited, the bang, the shell hitting the floor, and Massacre's look of shock as he fell to the ground.

"Peter?" A voice said from behind his bedroom door, and Peter groaned as he got up, groaning as the bullet wounds he got in the fight ached. He healed fast, but it would still be a day or two before the wound completely healed.

"Hold on." He said, and opened the door to see MJ, who immediately embraced him.

"I'm so glad you're alright." She said. "W-when I saw the news, they said you shot him, and that you were hurt. C-Carlie wouldn't tell me anything, and…I was scared." Mary Jane said.

"I'm not alright…" Peter said. "I've killed a man, just…ended him. I can still see his face, the look he had as the life left his eyes. After all these years, he finally felt emotions. And I took that from him, just like that."

"Don't do it, Peter." Mary Jane said. "Don't blame yourself. Blame Massacre, for making you do that. Blame whoever made the enhancer, for putting you in that situation. But for the love of God, please don't blame yourself."

"I can't do that, Mary Jane." Peter said. "If I don't hold myself accountable for this, I'm no different than the Punisher or Octavius."

"Tiger, you're nothing like them. The fact that your this shaken up about it proves that!" Mary Jane said, and looked him in the eyes. "I know, and deep down the city knows that."

"But when you break it down, I'm not above the law. I killed a man, Mary Jane. I have to-" Peter started to say.

"It was self defense!" Mary Jane said. "It wasn't any different than when Justice killed his father! He would have killed you if you hadn't, and I…I…I don't know what I would have done if I lost you." And Peter saw it in her eyes: if he hadn't done it, he would have left her, Aunt May, Jay, Carlie, Max, Grady, Sajani, Carlie, Uatu, and everyone else to mourn for him. But that didn't make what he had done any easier.

"I'm sorry MJ. Maybe what I need is-" Peter said, when his phone began began emitting a donkey sound, the tone he had assigned the number of the phone he had given jolly Jonah. "Looks like his honor wants to get ahold of me. Wonder what he wants."

"You mean you haven't heard?" Mary Jane said. "Tiger, I've got just the thing for you."

Hours Later, City Hall

Spider-Man swung down to the ground, shocking the agents. "We've got another breach!" An agent called out.

"Everyone relax. Spider-Man is here by my invitation, and if anyone fires at him I'll make sure you never work in this state again!" Jameson said. "Glory, go fetch our guest a drink!"

"You don't need to do that, Ms. Grant." Spider-Man said. "I only came by to tell his honor here that I'm not doing what he wants me to."

"What? Why not?!" Jolly Jonah said.

"I'm taking a break. A lots happened to me lately, and I just feel like a break after everything that happened with Massacre." Spider-Man said.

"Please Spider-Man, I'm begging you!" Jonah said, making Spider-Man quirk an eye underneath the mask.

"You're actually…begging me?!" Spider-Man said in disbelief. "Well, I can at least hear you out."

"Thank you!" Jonah said. "I need you to capture Screwball and Jester for what they did to me!"

"Those two? They're harmless." Spider-Man said.

"Harmless? You call this harmless?!" Jonah said, and showed the wall crawler the events of earlier that day. When it was over, Spider-Man began laughing.

"Oh man, I really needed that!" Spider-Man said between laughs. "Thanks for cheering me up, yer honor."

"Of course you'd find this funny!" Jonah yelled. "All the times you webbed me to my seat, put itching powder on my clothes, and all the other pranks you played on me over the years!"

"Easy Jonah. Remember, keep your blood pressure down." Glory said.

"Right." Jonah said. "Look, Spider-Man, can you please catch them for me? After that, you can take all the time off that you want."

"Alright. I'll look for them tomorrow." Spidey said.

Apartment of Carlie Cooper

Carlie looked at everything she could find on Gene Web. Business deals, employee lists, and anything else she could find on them. "They popped up right after Octavius died, but before that, I can't find anything on them. Corporations like this don't just pop up overnight, no unless…of course! It's a shell company!" Carlie said. "But for what? SHIELD? No, I doubt they'd need one. Besides, I doubt they need to use something like that for funding." She decided to look up what she could about their CEO. 'Let's see, Gregory Mendell…grew up in a small town near the state line, Doctorate in genetic engineering, but no photos of him. According to his employees, they've never seen him, and they don't know anything about the spider creatures.' Carlie thought. 'I think it's time I took a little trip upstate.'

The Next Day

Screwball and Jester leapt across rooftops, laughing like maniacs. "So, how'd we make out partner?" Jester asked.

"That was our most popular episode yet! We've never gotten more hits!" Screwball said. "And each time someone logs onto the site, my little program gobbles up all their info. We'll be rich!"

"Alright!" Jester said. "But how can we top that? We need to pick someone who really has it coming to them."

"But who?" Screwball said, tapping her chin. "Captain America?"

"Nah, we'll look like we hate America." Jester said.

"Luke Cage?" Screwball said.

"No, then we'd look racist." Jester explained.

"The Punisher? God knows he needs to lighten up." Screwball suggested.

"And get killed doing it?" Jester said. "I don't know about you, but I like my brains in my head, not on the pavement."

"The Hulk?"

"Do you WANT to get smashed?"

"Deadpool?"

"That guy'll just try and steal the spotlight." Jester said, when they saw Spider-Man swinging towards them. They looked at each other, and grinned maniacally. "Madder they are strategy?"

"Definitely."

Spider-Man swung towards where his Spider-Bots told him Screwball and Jester were, when his spider sense went off, causing him to dodge to avoid Screwball's kick. "Did you really think a surprise attack would work on me?" Spider-Man asked.

"Seemed to work for Smythe." Screwball said. The strategy they were using had then constantly taunting their target with their failures, making them angry and less efficient in a fight. "He managed to kill the First Lady while you stood by."

"I didn't just-" Spider-Man started to say, when a boiled egg from Jester nailed him right where the sun don't sign. "Ow." Spider-Man squeaked, his voice an octave higher.

"Really Jester? A nutshot?" Screwball asked her partner.

"We're on the internet, partner. Nothing's too insane!" Jester said, and loaded a few paint balloons into his sling shot.

"That was uncalled for!" Spider-Man said, leaping over to them and hitting Screwball in the chest.

"You hit me in the boob you dick!" She said, and Spider-Man backed away, blushing underneath his mask.

"Sorry. I promise, I didn't mean to-" he was cut off when a paintballoon nailed him in the face.

"Nice!" Screwball said. "I can't believe he actually fell for that!"

"Get back, Screwball. If we're not careful, he'll not only knock our socks off, but our jaws too like he do to Scorpion!" Jester said as Spider-Man yanked the paint off his face, taking his lenses with them.

"Or we may end up like poor Massacre!" Screwball said, grinning as she watched the amount of hits on the website increase.

Every man had his breaking point, and Peter Parker was no different. In the past few weeks, he'd had his spider sense over loaded, been put in the body of his worst enemy, hurt one of the people he cared for, and had been forced to kill a man. So when these two clowns began insulting him with his failures, and his recent killing of Massacre, he did what any person would do in his situation: snap.

"You think it's so funny?" Spider-Man growled, and Screwball threw a punch that Spider-Man caught, squeezing it hard enough she heard the bones break, causing her to cry out in pain. "You think killing someone is a joke?!" Jester tried throwing a pie at him, only for Spider-Man to catch it and throw it on the ground. "I don't think you clowns realize what that means. The man felt something for the first time in years, he had a chance to get better, and I took that away from him!" Spider-Man's vision filled with red, and he kept wildly punching. "You think this is funny?! Who's laughing now?! Huh?"

Brooklyn

Luke Cage was playing with his baby daughter Dani as Jessica folded the laundry in the other room. "C'mon sweetie, say daddy." Luke said, and Dani made giggling noises. "Worth a shot."

"Luke! Get in here!" Jessica said. Luke got up and picked up Dani, walking to the room where his wife was. She had an expression of pure shock and horror etched on her face. "T-the TV…" she said, and Luke's jaw dropped as he read the words on the screen.

"Sweet Christmas…" he gasped.

Hell's Kitchen

Matt Murdock, better known as Daredevil, sat in his law firm with his hands clenched tightly, unwilling to believe the words on the radio. 'Not him…out of all the people, why'd it have to be him?' Matt thought.

Thunderbolt's Headquarters

Deadpool, Elektra, Punisher, Red Hulk, Leader, and Venom watched the news on the TV screen. "Man, this writer sure is a dick. Making Spider-Man kill someone, and now making him beat up those two clowns. What a dou-" Deadpool started to say, when a fist from Venom knocked him against the wall, hard enough it made his neck spin almost all the way around.

"Not another word of your crazy talk, Wilson." He growled. "Spider-Man is a hero. A better person than all of us put together! There's no way he would do this without a good reason!"

Apartment of May Jameson

May watched the scene unfold, her hand clasped over her mouth and tears streaming down her face. "Peter…what have you done?" She said, horrified at the site.

MJ's

Mary Jane watched what happened with a dropped jaw. "Tiger…please tell me you had a good reason."

New York

"Who's laughing now?!" Spider-Man yelled as he raised his fist.

"Enough!" A voice yelled behind him, and Spider-Man turned behind him to see Captain America, Black Widow, Thor, Wolverine, and Spider-Woman. "Friend Spider-Man, please step away from these two. They have done nothing to incur your wrath like this." Thor said.

"Thor, what are you talking about?" Spider-Man said.

"Son, take a good luck at them." Cap said. Spider-Man did as he was told, then stepped back in disgust at what he had done.

"Oh god…" the two villains were beaten to a bloody pulp. Jester was missing a few teeth, and Screwball's arm was twisted at an unnatural angle. "What have I done?!" Spider-Man yelled. The Avengers behind him exchanged a few sympathetic looks. This was a man whose compassion for even his worst enemies made him one of the greatest heroes ever. To see him like this…it was demoralizing.

"Look, Pete, we already called the paramedics." Wolverine said. "They'll he here any minute. Why don't you come with us? Y'know just…talk."

"Alright." Spider-Man said, his voice dripping in self disgust.

Avengers Tower

Peter sat with his mask off and his head in his hands. "Dear god…what have I done?" He said, and everyone looked at him sympathetically. "I've done what Otto asked…I've done my best to try and be a better Spider-Man…so why do I keep failing?"

"Look, Peter, no one thinks you've failed." Spider-Woman said. "You did what anyone else would have done with Massacre. You have nothing to be ashamed of."

"I killed someone Jessica!" Peter yelled. "It might be easier for you, or Logan, or Natasha, but I'm not you guys!"

"You're right. You're better than us." Wolverine said. "I know people like Punisher, Deadpool, and Sabertooth who enjoy the killing. They get some sort of thrill from it, but the fact that it's shaken you up this much shows how much better than them you are."

"Aye. Brother Loki once told me of a time when you aided him in rescuing his daughter from possession by an evil force." Thor said. "When I first arrived here in Midgard, I believed you were every bit a demon as Jameson said. But then I began to work alongside you, and learn truly how valiant you are."

"I don't know." Peter said. "Maybe I should just give up being Spider-Man. I've let so many people down since I've put on this mask. I've created monsters like Venom and Carnage. What kind of hero does something like that?" For a moment, Cap considered telling him that the current Venom was Peter's old friend Flash Thompson, a member of the previous incarnation of the Secret Avengers and the current Thunderbolts, but decided against it. It wasn't his secret to tell.

"You give up, you're letting down even more people." Captain America said. "When I first got out of the ice, I was in a whole new world, with heroes I knew nothing about. I grew up in an uncertain world, and I learned that not everything you read in the papers was true. So, when I read about a 'menace worse than Dr. Doom', I did some digging around. At first, all I could find was countless Daily Bugle articles saying you're a menace. But then, I started talking to the people you saved. Each and everyone said you were a hero, regardless of the propaganda printed by the Bugle. And then I saw you save the son of the man who constantly slandered you. That moment, right then and there, determined what I knew you were: a hero. There are people who depend on you. You've become a symbol of hope for them. If you give up, you're letting down not only them, but everyone you didn't save, who are depending on you to stay strong and keep going, no matter the pain." Cap let that sink in for a moment.

"Can I have a word with Spider-Man? Alone." Black Widow said. The others nodded, before leaving.

"Tasha, I know I'm irresistible, but try to remember that I have a girlfriend now." Peter said. Even when he was emotionally distraught, one could always count on him to have a smart ass pun ready.

"Spider-Man, when I first met you, I thought you were annoying, immature, irrational, irritating, a child who could take nothing serious, and an all around pain in the ass."

"Geez Natasha, way to make a guy feel better." Peter said.

"But then I became Nancy Rushman*, and saw the kind of person you are. Someone who was willing to help a woman who'd been rude to him in the past, and roped him into an insane mission to save the president…it's no wonder Nancy fell in love with you." Widow said. "And then we worked with Silver Sable to defeat Octavius, and when your back was forced against the wall, you never stopped fighting for what you believe in. Even after Octavius's actions resulted in the death of Rhino and Silver Sable, you saved him. But now, after Massacre and what happened with Screwball and Jester, people won't look at you the same." She said. "You have red on your ledger now, just like all of us. They may cheer for you, they may ridicule you, or they may fear you, but if I know one thing for certain, it's that you won't let that stop you." She placed a hand on his shoulder. "But take as long as you need. Take a break from the Spider, spend some time with your family, and focus on what makes the man."

"Thanks, Natasha." Peter said, and he put his damaged mask on as he stood up. "I really needed that. Tell the others I said goodbye." Spider-Man said as he walked towards the window and pressed a button, causing it to open. "You know, for someone based off a poisonous spider, you're a big softie."

"Just go before I put a Widow's Bite through your head." Black Widow said. Spider-Man chuckled, before leaping out and swinging towards home.

***Back when Carter was president, Spider-Man and Black Widow shared an adventure together in Marvel Team-Up 82-85, where torture at the hands of Viper caused Black Widow's mind to revert to Nancy Rushman, an identity she used when she defected from the KGB. Widow lost her memories, and was saved from muggers by Spider-Man, who helped Widow try to regain her memories in order to save Carter from an assassination attempt by Viper, and in the process Nancy fell in love with Spider-Man, but Widow didn'tand she made that clear to Spider-Man.**

Next Time: Troubled Mind Part 2: Withdrawl


	8. Chapter 7: Troubled Mind Part 2

Chapter 7: Troubled Mind Part 2: Resolve

A/N: this combines the other part of Superior Spider-Man 7 and Superior Spider-Man 8 and 9. In issue 9, Otto Octavius buried Peter Parker in his own mind when he deleted Peter's memories, leaving Peter with only 31 of his memories intact. This is going to be different for obvious reasons.

It had been two months since Spider-Man had brutally beat Jester and Screwball, and no one had seen him since. Some said that he had moved to Philadelphia, having heard rumors of a hero with spider powers in the city of Brotherly Love. Others say he had been killed in an Avengers mission, others saying he had decided to hang up his web shooters. However, our story doesn't begin with our friendly neighborhood hero. No, we start at the former location of FEAST, the front for Mr. Negative's criminal enterprise, where Dr. Elias Wirtham was being interviewed by Norah Winters.

"I'm proud to announce the opening of the Hospital for Emergency Aid and Recuperative Therapy, or HEART, here at the former location of FEAST." Elias said.

"Dr. Wirtham, do you think this location's reputation as the headquarters of crime lord Mr. Negative will scare away any potential patients?" Norah asked.

"The thought has crossed my mind, and I would like to say that this place is 100% dedicated to helping those who cannot afford care at regular hospitals." Elias said. "Any who wish will receive the finest care for only a fraction of the cost at, for example, Mercy General. We have top of the line equipment, and specialists qualified to use every piece in here."

"Thank you for your time, Doctor." Norah said, before leaving.

'Of course, I'm not going to go into detail about how I obtained the equipment.' Elias thought. 'Unfortunately, I'm forced to steal new equipment as Cardiac.' You read it right, true believers. Dr. Wirtham doubled as the vigilante Cardiac, and his main target were corrupt corporations who financed several criminal enterprises. 'But it's for a good cause. The corporations like BainTech or Hammer Industries don't want an instant cure for diseases or injuries, instead preferring to drag out the treatment and charge ridiculous fees. But not here.' Elias was pulled out of his thoughts when one of his employees came up to him.

"Dr. Wirtham, it's about the Chen girl." The doctor said. "I'm afraid her neurological damage is worse than we first thought."

"How bad?" Elias asked, and the doctor handed him some MRI's.

"This is a scan we just took." The employee said.

"Dear god…it's a miracle this girl's still alive." Elias said. "Are we equipped to deal with this?"

"If we had some time yes, but at the rate the damage is growing, we risk her going brain dead if we give her the available treatment. Right now, her only hope is a Neurolitic scanner." The doctor said.

"I see…so in a way, Otto Octavius is making up for doing this to her." Wirtham said.

Apartment of Peter Parker

Peter Parker awoke to a heavy weight on his chest. "G'morning tiger." Mary Jane said, snuggling closer to him. "How'd you sleep?"

"Well, we didn't exactly do a lot of sleeping…" Peter said. Since Peter decided to take a vacation from super heroics, he'd been spending more time with his friends, family, and more importantly, Mary Jane. That included spending nights at both her place and his.

"I don't hear you complaining." Mary Jane said. "Remember, you have to go take May to her therapy today after school."

"I haven't forgotten. See, the old Peter Parker would always forget birthdays, anniversaries, and appointments, but the Superior Peter Parker never forgets!" Peter said.

"You mean your Spider Bots never forget." MJ said.

"I'm not denying or confirming that." Peter said. "Have you heard what happened in Philadelphia?"

"What?" MJ asked.

"Apparently some some sort of monsters attacked West Philadelphia High." Peter said.

"Isn't that where Flash works?" Mary Jane asked. They didn't know why Flash had moved to Philadelphia, but she was willing it had something to do with how he would often disappear for days at a time.

"Don't worry, he's ok. Heard from him yesterday." Peter said. "But that's not the weird part. They say that Venom and a red and black symbiote protected the school."

"Venom? But why would it do that when it kidnapped Betty? I thought it was a supervillain." Mary Jane said.

"I don't know. Whoever's in that suit needs to figure out if it's a good or bad guy." Peter said as he got out of bed. "As for the other one…I don't know. Maybe it was Toxin?"

"I'm sure they're a good guy, otherwise you'd have already had to deal with it." Mary Jane said.

"I let the Venom symbiote go after Doverton. Guess it's using that free pass I gave it." Peter said. "But I get the feeling that we haven't seen the last of whoever's in that suit."

"Relax, Peter. I don't think Venom's going to come here and give birth to another symbiote." MJ said. "So for now, let's get dressed."

Mercy General

Peter entered the room to see his aunt working with Sha Shan, Flash Thompson's old flame and Aunt May's physical therapist. "Hey Sha Shan. How's our favorite Golden Girl doing?"

"At this rate, she'll outlive Betty White." Sha Shan said.

"That's good to hear." Peter said. A few months ago, Aunt May and Jay had been traveling back to New York from Boston, when Andy Magiure, who had gained powers from a horizon experiment gone awry and became Alpha, got over confident and nearly caused the plane May was on to crash, severely injuring her knee. But thanks to the good doctors at Mercy General and having Sha Shan as her physical therapist, she was a lot better. Of course, Peter felt guilty about the whole thing because is was his experiment that created Alpha.

"Mr. Parker, can I talk to you for a minute?" One of the doctors asked, and escorted Peter to a quiet corner. "Your aunt has made amazing progress in the past few months. Another few weeks, and she won't even need to come here."

"That's wonderful, Doc." Peter said. "Are there any surgeries that would give her back full motion in her knee."

"I'm afraid not." The doctor said. "With current medical technology, there are no safe procedures that would repair her knee at her age."

"I see." Peter said. "Well, you have to remember one word you said."

"What's that?"

"'Current.'"

Horizon Labs

"Living Brain, can you get me some neurocircuitry and hydraulic pumps?" Peter asked Horizon's robotic assistant.

"Whirrrr -click!- Yes, Mr. Parker." Living Brain said.

"Let's see…I'm getting the feeling I'm forgetting something." Peter said. "Spider-Bots?"

"Phone Flash Thompson." The robots said.

"Ah, right. I need to pop on down to Philadelphia soon and see him." Peter said as he got out his phone. "I'm proud of him. A fresh start was what he needed. He's finally got his act together…if only the same could be said about his love life." He listened as it rung.

"Hello?" Flash's voice said.

"Hey Flash, it's Pete. This a good time?" Peter asked.

"Right now?"

Philadelphia

Agent Venom kicked one thug in the face before ducking under the swing of a crowbar. "Yeah. I'm not too busy."

Horizon

"You sure? Because I think I hear various languages yelling in the background." Peter said. "And with my mad language skills, I know it's either 'the black demon has come for us' or 'my pants eat mice' in Spanish."

"Yeah, I'm on my lunch break at the moment, and our foreign language teacher has a temper." Flash said, when Peter heard what sounded like a gunshot.

"Flash? What was that?" Peter asked.

"Someone's car backfired." Flash said. "Sorry for not calling sooner."

"Don't worry about it. You were busy with the move, and settling in to your new job." Peter said. "Are you alright? I heard your school was attacked by Venom."

"I think you heard wrong." Flash said on the other end. "When my school was attacked by those creatures, it was Venom and the other one that saved us. And I've seen on the local news that there's a rumor of some sort of Spider-Man like person running around, fighting crime and keeping us safe."

"So it's, what, protecting the city?" Peter asked, remembering when Eddie Brock moved to San Francisco as the city's 'Lethal Protector.' Maybe the symbiote was impressing that trait on its current host.

"I guess. It's still weird not seeing superheroes flying and darting all over the city, so it's a little…comforting, I guess, that there's someone watching over us." Flash said. "Hey listen, I got to go. Some idiot is trying to start a fight with the school's running back."

"Alright. Hope to see you soon, buddy." Peter said as Flash hung up. 'If I went back 15 years and told my past self I would be best friends with Flash Thompson, he'd call me insane. Of course, if I told him he'd be an Avenger, a scientist at Horizon Labs, dating the most beautiful woman on the planet, friends with both the smartest people on the planet AND Earth's mightiest, and member of the Future Foundation, he'd ask ' what's an Avenger?'' Peter thought.

"Whirrrr *click* Mr. Parker, I have brought the materials you requested." Living Brain said.

"Thanks, LB." Peter said, and began working on the procedure.

That Night, The Boneyard

A man with white armor and a black face with blue markings on it overloaded the electronic lock with electricity, causing it to short out before opening. "Alright, I'm in." Cardiac said, and began walking through the evidence locker for super criminal equipment. "Let's see…Beetle Armor, Shocker's Gauntlets, Trapster's Glue Gun, Vulture's Anti-Grav harness, Razorfist's blades, Goblin Glider…here we are." Cardiac said, stopping at a bag labeled 'Doc Ock's Brain Scanner.' He picked it up and put it in a bag he had.

"Hey, what are you doing here?" A voice yelled, and Cardiac looked to see a police officer pointing a gun at him. "I need back up at the Boneyard! I think this is Cardiac! Yes, that guy!" He yelled into his radio.

"Put the gun down, and no one has to be hurt." Cardiac said. As a doctor, he despised fighting, as it went against the Hypocratic Oath of 'Do No Harm' all doctors took, but he would do it if he had to.

"Freeze! Remove your costume and put your hands in the air." The officer said.

"Very well then." Cardiac said, raising his hand. A bolt of lightning shot out of his hand and hit the police officers gun, the heat igniting the gunpowder in the bullets and causing it to explode in his hand. Cardiac ran past him, and exited to a searchlight in his face.

"Get down on the ground and relinquish the evidence!" A voice blared over a loudspeaker, and Cardiac's vision cleared to reveal several SWAT teams all pointing their weapons at him. Turns out, Elias had underestimated just how much the NYPD prioritized supervillain equipment.

Cardiac created a bolt of electricity and sorted out the searchlight on the helicopter, before doing the same to the street lamps. He ran down a back alley, only to come face to face with Wolverine.

"You picked the wrong night to steal something, bub." Wolverine said, and his claws popped out with their infamous *snikt!* he charged at Cardiac and slashed, forcing Cardiac to dodge.

"Dammit! I'm sorry, but you don't understand what's at stake here." Cardiac said as he continued to dodged the feral mutant's slashes.

"Bub, you must take me for an idiot. That there's a Neurolitic scanner, which Doc Ock used to calibrate his tentacles to follow his mental commands back when he was still kicking." Wolverine said, and Cardiac was surprised at his answer. "What? I read the file after the creep tried stealing my friend's body."

"I'm not entirely sure what you mean, but nonetheless, I have to proceed. A life depends on this!" Cardiac pleaded.

"Ya got that right: yours, whether you give it up or not." Wolverine said, and pinned the vigilante/doctor to the wall.

"Your skeleton is composed of metal, correct?" Cardiac asked.

"Yeah. What's it to ya?" Wolverine asked.

"Well, I believe you have forgotten how conductive metal is." Cardiac said, and Logan's eyes widened as Cardiac placed his hand on his chest and began pumping electrical currents into Wolverine, his adamantium skeleton conducting the current and making him scream in pain. "This isn't enough to stop your heart, only knock you unconscious. I'm sorry about this, but I'm afraid it's necessary." Cardiac said as the Feral Avenger slumped over unconscious. "And with that, I bid you farewell." Cardiac said as he disappeared into the night.

Peter Parker's Apartment

Peter awoke in a room he had not seen in a while. "This…this is my room at Aunt May's house! It's hard to believe it's already been two years since Aunt May sold it." He said. "But, why am I here?"

"To show you something, Peter." A young voice said, and Peter looked to see a boy he didn't recognize.

"Who are you? What are you doing in my room?" He asked.

"You really don't remember? Well, I suppose that makes sense, seeing as how you haven't been me in years." The boy said, and walked towards Peter. "I'm you, Peter. I'm the you from before you were bitten by the radioactive spider." The boy said, and Peter took in his features. His smooth brown hair was slicked back, his eyes were obscured by thick glasses, and he was wearing a sweater vest.

"Is this a dream, or did I travel through time?" Peter said, and past-Peter chuckled.

"Sort of. Think of this as a 'what if' you had never been bitten." Past-Pete said.

"What are you talking about?" Peter asked.

"Don't play dumb. I know what you've been thinking: of never putting the mask back on." Past-Pete said. "That it would have been better if you had never been bitten by that Spider."

"Well…yes. I have." Peter said. "These past two months, I've had a normal life. I haven't had to worry about any Supervillains or Avenger duties, instead doing what normal people."

"Normal sucks." Past Pete said. "Follow me. I'll show you what would have happened."

"Alright." Peter said, and climbed out of bed. "So, ghost of Spidey's past, show me my life."

"Ok." With that, they were at the science hall. "This is the place. The place where your life changed forever. Look, there's you over there. And here comes Jessica Jones to ask you out." Past Pete said.

"What?!" Peter asked in shock, and turned to where his past self was. Indeed, a teenage version of his friend in the New Avengers was walking towards them. "Holy crap."

"Yeah, it's weird isn't it?" Past Pete said. "Hold on. I'll be right back."

"Um, hey Peter." Jessica said.

"Oh, hey Jessica". Teenage Peter said, and he didn't notice a spider lowering itself towards his hand.

"Look I was wondering I you'd like to, ya know, go out sometimes." Jessica said, shocking Peter enough that his hand moved, causing the spider to fall to the ground.

"R-really?" He asked, and time froze as Past Pete turned to talk to Peter.

"See? That's all it takes to change the course of your life." Past Peter said. "Now, let's move down the timeline a little more." The science hall was replaced by Past Peter and Jessica walking through Queens.

"I had a great time Peter." Jessica said.

"Me too, Jess." Past Peter said. "Say, would you like to-" That's when he saw it. Police sirens coming from what he knew was in front of his house. "Oh god." He said as he rounded the corner, and saw that police were indeed in front of his house, talking to his crying aunt. "Aunt May, what happened?" He asked, running over there.

"P-Peter, I-I'm sorry. A b-b-burglar broke in, a-and-" that was as far as Aunt May got before she broke down crying.

"I'm sorry, kid." One of the officers said. "Like your aunt said, a burglar broke in, and from what we can tell, your uncle went to confront him, and-" at that moment, paramedics wheeled a body bag out of the house.

"Oh my god." Past Peter said, and dropped to his knees. "No no no no…this can't be happening! Why? Why did this have to happen?!" He yelled.

"I'm sorry, kid." The officer said, when another cop ran up to him.

"They found the guy! They've got him cornered at a warehouse few yards from here!" He said, and Past Pete rose and turned to Peter.

"And so, just like it actually happened, Uncle Ben was dead." He said. "But unlike what actually went down, you had no Spider Powers, and this couldn't go after him. They caught him, and he was sentenced to life with no parole, but the anger remained. It stayed with you, festering and growing with each passing year." Past Pete snapped his fingers, and they were in a lab where Peter was still wearing glasses, but had an Oscorp lab coat on. "12 years later, and here we are. Peter Parker is a skilled scientist working in Oscorp's Bio-Research department, but what he has in brains, he lacks in confidence."

"OK, so I don't become Spider-Man, instead I become a shy scientist at the company run by one my worst enemies. But what about the people who's lives were changed by Spider-Man for the worst?" Peter asked.

"Take a look." Past Pete said, and Peter turned to a TV screen.

"-in other news, Eddie Brock, the Pulitzer Prize winning journalist known best for his Sin Eater expose, was found murdered in his apartment earlier this morning." The report said. "Whether this was a follower of the Sin Eater, or a crime of convenience, remains yet to be scene."

"Parker!" A voice yelled, and all three Peter's turned to see Norman Osborn walking towards them. "Your deadline's almost up! Tell me you have something good!"

"Uh, yes sir." Alt-Pete said. "This serum I've made should be able to increase a person's strength to near-Captain America levels."

"I don't want 'near' Parker. I want 'above'!" Norman said. "Pack your things! You're done here."

"B-but sir! My aunt, she's terribly sick. She could die if I don't have the money to pay for her surgery!" Alt-Pete said.

"Parker, look at me." Norman said. "Does this look like the face of someone who gives a f**k about your financial problems?"

"No sir." Alt-Pete said.

"That's because I don't!" Osborn said. "You have until the close of business today to get out of here. Otherwise, I'll have you arrested for trespassing!" With that Osborn left.

"Ok, so this guy got the old Parker luck in spades." Peter said. "But he'll find another job. Max Modell, Tony Stark, there's no way they'll let someone like him go unemployed for long."

"Wait for it. This is the part you'll want to see." Past Peter said.

"Goddammit!" Alt-Pete said. "I've given my life to this company, and Osborn's going to just toss me aside because I don't meet his standards, just like everyone else? Well no more! Uncle Ben told me with great power comes great responsibility. Well, I have the powerful intellect, so it's my responsibility to put people like Osborn in their place!" He walked over to where a vial contained a green liquid, and grabbed in and filled a syringe with its contents, before jabbing it in his arm and emptying it. Instantly, Alt-Peter's skin turned green, and his body began to grow in size. "The world may mock shy Peter Parker, but he is no more! Now, the world will tremble before me! I…" when the substance finished flowing over him, he was a monster with a green body, a scaly face, and two horns. "…am The Goblin!" As the Goblin began to tear through the building, Past Pete turned to Peter.

"You saw right. After years of abuse, bullying, and being harassed, you finally snapped, becoming one of the worst threats since The Leader." Past Pete told his future self.

"What was the point of this?" Peter asked. "Yeah, I toyed with the notion of permanently hanging up my web shooters, but I would never do that."

"I had to be sure you lived up to your promise." Past Pete said. "You promised me you would become a Superior Spider-Man. Tell me, would a Superior hero spend two months wallowing in his self-pity?"

"What the hell are you talking about? I only promised something like that to-" it was then Peter realized it. When he'd taken breaks due to his own gulf and self-pity, his past self had never appeared to him before.

"That's right." With that, Past Pete began to change. His hair became a bowl cut, his glasses turned square and dark, his clothes changed into a green jumpsuit with yellow boots and gloves as his body became more rotund, and four mechanical arms sprouted out of his back. "It's me. Otto Octavius."

"What? How the hell are you still here?!" Peter asked.

"When you switched our bodies back, a small piece of my psyche remained inside your mind." Otto said.

"But wouldn't a telepath or the Avenger's tests have detected you?" Peter asked.

"It was such a small piece that no one would have been able to detect it unless they were specifically looking for it." Otto said. "At first, I plotted to steal your body back the moment an opportunity presented itself. But I guess some time in your brain humbled me a bit, and I watched as you carried out your promise. Until now, that is."

"So why now? Why not right after the Massacre business?" Peter asked.

"I wanted to see how you handled it." Otto said. "Of course, seeing how well you handled it, I wish I had spoken up sooner."

"Well, now what are you going to do? Fight me for my body?" Peter asked, readying himself for a mental battle.

"Heavens no." Otto said. "I only wish to put you back on the path. The Path of the Spider."

"I'm flattered, Otto. I really am." Peter said.

"Despite the fact that several of them despise you, the people of this city don't realize that they depend on you." The dead scientist said. "It's subtle: a hot dog vendor subconsciously looks up, expecting to see you swing by; a police officer fighting criminals expects you to show up; a supervillain cringing whenever they see a spider. I could go on, but you get the idea."

"What are you getting at, Otto?" Peter asked.

"I'm asking what's the REAL reason you're not swinging around the city right now?" Otto said. "And don't try to tell me that it's because of Massacre. We both know it was only a matter of time before he died."

"I guess…it's because I'm scared." Peter said. "In the station, I was literally close to death. If I hadn't grabbed that gun, I would be feeding worms right now."

"But you also came close to death in my body." Otto said.

"That was different. It wasn't MY body, and I knew I would succeed in switching us back." Peter said. "But that wasn't the case in the station. There would be no fallback, no escape plan, no Parker luck, no back up. Only a shot spider."

"I see." Otto said. "That…has to be one of the saddest things I've ever heard."

"Pardon?"

"Don't get me wrong. It's a perfectly legitimate reason, but it's still pretty pathetic." Otto said. "You've faced death plenty of times before. Myself, Scorpion, Venom, Carnage, Vulture…I heard talk of them starting a whole new wing in the Raft for your enemies. So you were almost dead. Captain America WAS dead, yet that didn't stop him from jumping right into the fight against Osborn. If he can get over being dead, then you get over being almost dead."

"Well, maybe you're right." Peter said. "I need to get over myself. I don't need to forget what happened: I need to use it to make me stronger." Otto smiled.

"That's the Peter Parker I know." He said, and began to vanish.

"What's going on, Doc?" Peter said.

"I'm deleting my consciousness." Otto said as his arms and legs vanished. "Otto Octavius's time has come and gone. It's time for Peter Parker to shine." His chest disappeared, leaving only his head. "Farewell, Peter. I'll be sure to keep an eye on you." With that, Otto Octavius was no more.

Peter bolted upright in bed, disturbing the sleeping Mary Jane. "Peter? Are you ok?" She asked.

"Yeah, I'm fine." Peter said, and explained his dream. "It was really him, Mary Jane. I'd never forget what his mind feels like."

"Talk about an intervention." MJ said. "And he just deleted himself?"

"Yeah. There is no longer any trace of Otto Octavius's mind anywhere on this planet." Peter said. "He's right. I can't keep wallowing in self-pity and fear. I promised him I'd be better, and by god I'm going to deliver."

"Well, whatever you do, I'll support you." Mary Jane said, and she kissed Peter. "I love you, tiger. Whatever you decide, you have nothing but my full approval."

"Thanks, MJ." Peter said, and his phone began ringing, a picture of Wolverine giving him the middle claw appearing on the screen. "Wonder what Logan wants." He said as he answered it. "Hello?"

"Peter, it's Logan. I hope I'm not waking you up." The gruff voice said.

"I was already awake. What's up furball?" Peter said.

"I just fought an Electro rip-off named Cardiac." Logan said.

"Cardiac? That's a name I haven't heard in a while. Why'd you call me?" Peter said.

"Because he stole Ock's brain scanner." Logan said, making Peter's blood run cold. "I don't know what he's planning to do with it, but it can't be anything good."

"Alright. I'll take care of it." Peter said as he hung up. "Listen, MJ, I need to-" Peter started to say, but when he turned to face her, she was already holding his costume for him.

"Go get 'em tiger." She said.

HEART Clinic, Operating room, 15 minutes later

"Goddammit!" Elias said, looking at the device attached to the head of a young girl. "It's too complex. I have no idea how to work this. The only person capable of understanding something like this is dead, and I don't know who else could!" He said.

"Dr. Wirtham, what should we do now?" A nurse asked.

"I-I don't know, Sandra." He said. "This whole thing was riding on this device, and now? I've failed the little-" he was cut off by a nearby radio crackling.

"Dr. Wirtham, it's Spider-Man!" The voice on the other end said.

"This day keeps getting worse and worse." Cardiac said. "I'll be right there. I still have more than enough charge to take him down.

At the reception area, Spider-Man leapt through the doors, and moved to where his spider-bots indicated. "Man, it's been a while since I was here!" Spider-Man said. "It seems like only yesterday I exposed Mr. Negative to the world."

"Spider-Man!" Cardiac yelled as he tore through the halls, electricity crackling at his finger tips. "I will not allow you to interfere here!"

"You don't have much of a choice, Cardiac. You're about to go into arrest." Spider-Man said as he leapt over Cardiac. "Get it? Because you're name is Cardiac, and the term for a heart attack is cardiac arrest and…y'know what, never mind."

"You don't understand what's at stake here! How'd you even find this place?" Cardiac said.

"The Neurolitic Scanner's energy cells operate on a specific frequency. Finding it was like finding a needle in a tool shed." Spider-Man said as he webbed up Cardiac's hands. "Don't try sparking through that. That's rubber webbing, made for people like yourself and Electro. You're not getting out of that any time soon." With that, Spider-Man began walking in the direction Cardiac came.

"Wait, don't! You don't understand what's at stake!" Cardiac pleaded, desperately trying to undo his armor.

"Do I? I know you're mainly a Robin Hood type guy, but I don't understand why you would need a-" Spider-Man started as he opened the doors, seeing a young girl with the brain scanner on her head. "-Brain scanner."

"This is what I meant." Cardiac said, having removed his costume. "When Otto Octavius used his Octavian Lens to try to destroy the world, he didn't think of those who were already sick, like Amy."

"What happened to her?" Spider-Man asked.

"Her parents died in a car accident caused by one of his schemes, and she barely survived, but with severe brain damage. This Neurolitic Scanner is her only hope. Unfortunately, it's so complicated, no one on the planet is able to work it." Cardiac said, and Spider-Man was silent for a moment.

"I'll do it." Spider-Man said.

"What?" Cardiac said in disbelief.

"I said I'll do it." The Arachnid Avenger said. "I've studied Doc Ock's technology for years. There's no one who knows his technology better than me. So consider me the Amazing Spider-Surgeon. Nurse, pass me that scalpel."

One Hour Later

Cardiac and Spider-Man sat in the waiting room, drinking bottles of water. "Thank you, Spider-Man. I don't know what we would have done without you." Cardiac said. "If you need anything, you call me. Got it?"

"Got it." Spidey said. "I'm just glad I was able to help."

"I think a lot of people are going to be glad you're back, web head." Cardiac said. "So why'd you disappear, anyway?"

"I needed to find myself." Spider-Man said. "But I'm back, and now? Criminals are gonna piss their pants when they see a spider from now on. By the way, you may want to apologize to Wolverine for shocking him like that." Cardiac chuckled at that.

"I'll be sure to do that."

The Raft

Alistaire Smythe, the spider slayer, sat in his cell reading a bible. "I hope you don't plan on finishing that book, Smythe." The warden said. "You're days are numbered."

"Oh I know, Warden." Smythe said. Next week, he would be executed on the orders of Mayor Jameson, after the death of his wife Marla at Smythe's hands. "And trust me when I say that when that day comes, someone will get exactly what they deserve."

A/N: so I decided to combine the other parts of Troubled mind into one chapter, because I thought 'why drag out just one conflict?' I'll be doing this for 'No Escape' and 'Run Goblin Run' as well, and I might do this for 'Necessary Evil.'

Next Time: No Escape


	9. Chapter 8: No Escape

Chapter 8: No Escape

A/N: I've been waiting to write this arc for a while. It's after next chapter, King's Fall/Run Goblin Run, where things start to get crazy. Scarlet Spider, the return of the Jackal, and a new twist on a character a lot of people hate for some reason. This will combine Superior Spider-Man 11-13, so expect it to be long.

Empire State University

'Oh what I wouldn't give for a supervillain attack right now. Seriously, where's Galactus when you need him?' Peter thought, as Lamaze droned on and on.

"And thus, time flows differently about the Negative Zone." Lamaze said.

'I know this already. Hell, I hear it every time I go to the Baxter Building. That reminds me, Reed and Sue's anniversary is coming up. I should get them something nice, after everything they've done for me.' Peter thought. 'I should ask Johnny and Ben for-' Peter was snapped out of his thoughts when he noticed Lamaze's massive schnoze in his face.

"Am I boring you, Mr. Parker?" He asked.

"No sir. Not at all." Peter said, years of lying about his dual identity paying off.

"Good. Then please pay attention." Donald said. "Now, as I was saying-" Anna Maria turned towards Peter as Don continued.

"I know you know this stuff already, but can you please act like you're not getting ready to throw your head in an incinerator?" She asked in a whisper. "Why do you even come here anyway?"

"Well, I had perfect attendance through most of my high school days." Peter whispered back. "I have to keep my perfect record."

"So, mr. Parker only cares about his perfect attendance." Anna Maria said, when Peter's phone began to make a donkey noise.

"Is that a cell phone? Who dares prioritize their social lives over my class?" Lamaze said.

"Sorry doc, I REALLY got to take this. Anna Maria, can you take notes for me? Thanks." Peter said as he exited and answered the room and answered his phone. "Whoever you are, I could kiss you right now."

"Please don't." The voice of Glory Grant said. "I'm calling on behalf of Mayor Jameson. I'm putting him through right now."

"JJ! Good to hear from you again. How's the mustache?" Peter said.

"Spider-Man, I'm here to ask a favor of you." Jonah said, his voice sounding depressed. "Tomorrow's the day we've been waiting for: the execution of Alistair Smythe. That bastards going to pay for what he did to my wife."

"It's tomorrow already?" Peter asked. "Hard to believe it's already here."

"Spider-Man, I know I have no right to ask this of you after all the things I've said about you, and I know how you feel about the loss of life, but…can you be there?" Jonah asked, surprising Peter. "You know how people like him are. I know he's going to try something, and I want you to be there."

"I understand, Jonah." Peter said. "I promise: Smythe won't get off of that island."

One Day Later, The Raft

A helicopter landed, and out stepped J Jonah Jameson. He was greeted by a man with grey hair. "Mr. Mayor, I'm Ted Shipley, head of security at the Raft." The man said. "Did you get a chance to look over my resume?" Shipley asked.

"I shredded it as soon as I saw it." Jolly Jonah said. "In your time here, you've presided over a ridiculous number of escapes, even for this place! What ever happened to John Walker? That was a man who could keep Criminals like that in line!"

"I'm afraid he had to retire, sir. Too much suspicion on him due to Osborn's escape." Glory said as she stepped off the helicopter, followed shortly by Norah Winters.

"What are these civilians doing here?" Shipley asked.

"Relax. This is Glory Grant, my assistant, and Norah Winters with the Daily Bugle. They're here with my permission." JJ said.

"Alright, sir. If you'll come this way." Shipley said, and Glory noticed Screwball and Jester walking by them.

"Was that who I think it is?" She asked.

"You bet toots." A voice said, and everyone looked to see a man with a scarred face being escorted by guards. "Jester and Screwball, receivers of the Spider's own brand of TLC."

"Shut up Lantern." Shipley warned.

"Tell me JJ, how's Betty?" Jack O'Lantern asked as he was escorted past.

"So that's the bastard who terrorized Betty?" Norah asked. "He creeps me out."

"Ditto." Glory said.

"Jester and Screwball are some of our more healed inmates. The rest are either recovering from injuries or low priority." Shipley said as he lead them past the infirmary, where Scorpion lay on life support. "Scorpion's one of our more injured patients. It's hard to get an estimate as to when he'll be ready to move, seeing as your spider friend punched his jaw off."

"Spider-Man did what was necessary to protect people." JJ said.

"Hey, what goes on between these super freaks is between them." Shipley said, and at that moment, a humanoid reptile held in a cell came into view.

"The lizard? What's that monster still doing here? It killed a child!" JJ said.

"He's been one of our model prisoners. Quieter than the mice we feed him." Shipley said, and as they walked by it, Norah felt as of its eyes were following the group. Before long, they were in front of Smythe's cell. "As for Smythe? Well, that's obvious: he'll be leaving in a body bag."

Horizon Labs

"One sure to load that in with the arrow facing up." Peter said to officers in Mandroid suits, who were loading up equipment into vans.

"Peter, I just got your memo." Max said as he exited the building. "I know that this is last minute, but I would prefer to have a little more heads up next time you take this much equipment offsite."

"Sorry Max. Trust me, if I'd known my old boss was going to ask Spider-Man to be there in case Smythe tried something, I would have let you know." Peter said as he went down an alley. "Don't worry, I'll pay you back with something good." Before long, Peter was swinging towards the Raft as everyone's favorite wall crawler. 'To think that this is coming full circle.' He thought. 'It seems like it was only yesterday the first Spider Slayer came after me.' Spider-Man thought, remembering the various models over the years. 'There are very few things super humans do that Jonah takes personally. There's me, Gargan, that time John married She-Hulk, Norman Osborn buying out the Bugle…but this is different. Smythe took the life of the woman he loved because of his hatred of JJ. In a way, me and Jonah are a lot alike. We've both lost someone we cared for. And I guess I'm sort of to blame too. If it wasn't for me, Spencer Smythe would have never built the first Spider Slayer. So in a way, I owe this to JJ. He deserves justice.'

One Hour Later, the Raft

Shipley was at the docks smoking a cigarette, when a boat containing a Mandroid carrying a crate pulled up. "Hey! Where do you think you're going?" Shipley said as the armor stepped off the boat and walked towards a wall panel.

"Sorry sir. Orders." The pilot said.

"Orders? Who's-" Shipley was cut off when several Spider Bots crawled out of the water. "What in the name of Elvis Aaron Presley?!"

"They're with me." A voice said, and Shipley looked up to see a certain Web Head.

"S-Spider-Man! What a pleasure to see you. I'm Warden Shipley." Ted said.

"I know exactly who you are, Shipley." Spider-Man said, recalling an experience he had in Otto's body.

Months Ago, 'Otto Octavius's' cell

Peter, in Otto's body, watched as Shipley walked into the cell, a hose in his hand and a grin on his face. "Bath time Ock! Hope it's cold enough for ya!" Shipley said before blasting 'Otto' with ice cold water.

Now.

"You're a bully who abuses the power they have over the inmates. And I HATE bullies." Spider-Man said, and walked over to where the Mandroid was setting a device on the wall. "How's it going?"

"Good, I think. I don't really know how to do this." The pilot said.

"Sorry about that. I have to make sure no one bribes you to sabotage it, so the less you know the better. I'll look it over and make sure you did everything right." Spider-Man said. "A little to the right…perfect." He glanced to his left, and saw several spider bots carrying pieces of mechanical equipment.

15 minutes later, Superhuman Cell Block D

Shipley was leading Spider-Man through the hall of empty cells. "We've been shipping criminals all over the country. Thunderbolts Mountain, few prisons in Jersey, Singh Singh, Attica…if it's equipped to handle super criminals, then it's on the list." Shipley said, and they stopped in front of Smythe's cell.

"Spider-Man, there's something extremely ironic about this." Smythe said. "The Spider, at the Slaying of the Spider Slayer? Someone upstairs must be laughing their ass off."

"Y'know Smythe, I normally take no pleasure in the taking of human life, but with all the crap you and your father have thrown at me over the years, I'd be lying if there wasn't some part of me that wasn't going to…enjoy…" Spider-Man said, trailing off as he walked towards a certain cell that read 'Otto Octavius.'

'Dear god, it was here.' He thought, ignoring Smythe's yells of indignation at being ignored. 'This is where I woke up one day, finding that I was in the body of my worst enemy. Watching him remove his make to show my face, go on and on in my voice about how his legacy could go on…' his hand brushed the name, before he clenched his other fist. 'I'm glad they're shutting this place down.

10 Minutes Later, execution room

Spider-Man, Jonah, Glory, Norah, Smythe's attorney, a priest, Shipley, and the DA and ADA were seated in the execution viewing room. "What the hell do you think you're doing here, Jameson?" Smythe's lawyer. "First you use your connections to push this execution, now you sit here to enjoy your sick handiwork."

"I'm here as one of Smythe's victims. He terrorized me and my family for years, and that bastard killed my wife." JJ said.

"You lost the right to be here when you took a bite out of my client." The attorney said, referring to back when the Jackal released his spider virus, giving those infected powers similar to Spider-Man's, only to turn them into spider-monsters. Jameson had been infected, and had been in close proximity to Smythe when he turned, taking a bite out of the Spider Slayer.

"The mayor was hardly in his right mind." Glory said. "If you want to blame someone for that, blame Miles Warren."

"Neither was my client. A brain full of cybernetics, combined with severe depression and anger at you due to your role in his father's death, rendered my client unstable." The attorney said.

"That was proven to be bull. Tony Stark, one of the leading technology experts in the world, said that those implants did nothing to affect his mental stability." Jonah said. "You lost. Get over it, or you'll find out just how many legal ways I can make your life hell."

"Spider-Man, Norah Winters, Daily Bugle." Norah said to our favorite Arachnid Avenger. "Do you mind if I ask a few questions?"

"Not at all. Shoot away, Ms. Winters." Spider-Man said.

"Over the past few months since Dr. Jameson died, you've made 'no one dies' your slogan. So what are your feelings about this?" Norah asked.

"That's a good question, Norah." Spider-Man said. "This is different than people like the cops or the Punisher having to kill criminals before they can get a fair trial. Smythe has been tried, found guilty of guilty of nursed, and sentenced to death." He explained. "As an Avenger, it's my job to make sure justice is delivered to criminals. So even though I disagree with the death penalty, it's not like I'm going to go to the governor's office and tell him to revoke the sentence a judge handed down."

"So even though it disagrees with your personal philosophy, you're here to make sure justice is served?" Norah asked.

"Basically." Spider-Man said. "And off the record? I'd be lying if I said there wasn't some small part of me looking forward to this."

"Good to know." Smythe said as he was wheeled into the room. "I'm a changed man now, Spider-Man. I've found God, and I look forward to meeting him."

"Tell the devil I said hello, Smythe." Jameson said, when Spider-Man's spider sense went off.

"Uh oh…" he said.

"Why, I believe you can do that yourself, Jameson. There shall be a slaying today…" Smythe said, and several small metallic bugs fell from the ceiling, quickly covering Smythe in his armor. "…but it shall not be mine!" He yelled as he lashed out two metallic tendrils, killing the guards.

"I knew it! I knew Smythe would try something!" Jameson yelled.

"So did I, JJ." Spider-Man said, and tapped his spider emblem. "Plan Zeta One: activate!" Instantly, spider bots sprung out of the vents and engaged Smythe's mini-slayers. "Shipley, look over them." Spider-Man said as he crashed through the viewing room window. "I'll take care of Smythe!"

"Oh, how rich is this?" Spider Slayer said. "Not only does Jameson get to see the man he hates most escape, but you earn yet another failure!"" He shot on of his tendrils at Spider-Man, but the arachnid quickly ducked underneath it.

"Don't be so sure about that, Smythe. A lot bigger, stronger, and smarter have tried to kill me." Spider-Man said. "I have to admit, the mini-Slayers are clever. Let me guess, you smuggled them onto the island, and programmed them to convert pieces of the Raft's equipment as it was shut down."

"Very astute, wall crawler. Fortunately for you, I don't have time in my schedule for you." Smythe said. "Individual cells are laced with adamantium, but I'm afraid there isn't enough of that precious metal to reinforce every cell in here!" Smythe punched a wall with all his might, only for small cracks to form. "The hell?"

"Like that? Gravimetric shield. The harder you hit it in one spot, the harder it becomes." Spider-Man said. "And these are pretty durable. I tested it against Hyperion and the Hulk. One strike."

"Impressive. However, there is more than one way out of this godforsaken place!" Smythe said as he entered an air duct, only for lasers to cut off his path.

"Those are strong enough to cut steel in half." Spider-Man said. "Two strikes."

"Bah! No matter, I shall escape from here!" Smythe said as he ripped a floor grate off, only for flames to shoot out.

"Three strikes, you're out." Spider-Man said. "Give up now, Smythe. Any escape route you may have thought of, I thought of first."

"But how?!" Spider Slayer yelled. "I've been here months, thinking of every possible escape plan. How could you predict everyone?!"

"Because I know Tony Stark and Reed Richards, who designed the Raft's security measures." Spider-Man said. "They told me of every nook and crannie someone could use to escape. So, I acted accordingly."

"Damn you to hell Spider-Man!" Spider Slayer said. "The only way I can dismantle these traps is if I have time-"

"Which you currently don't have." Spider-Man said.

"Well then, I'll have to make some by killing you!" Spider Slayer said. "Don't worry, Spider-Man. I happen to have a plan for that as well." Smythe said as their clash flung them out into the hall.

Med-Bay

Boomerang and Vulture were getting their last check up before they were sent away to some prison, Scorpion resting in his special bed. "Alright, looks like you two are-what the hell?" The doctor said, when mini slayers dropped out of the ceiling, and one slayer sliced open the doctor's throat.

"What the f**k?" Boomerang exclaimed as the mini Slayers began swarming the three Supervillains.

"What are these things?! Get them off!" Vulture said, and Scorpion began to squirm as they penetrated the breathing mask covering his jaw.

"Hey, I feel good. Better than I've ever felt before!" Boomerang said. He was now clad in a silver and black suit that left his mouth exposed his mouth, had a boomerang on the chest, two on each shoulder blade, and a large boomerang on each forearm, with lenses similar to Smythe's on his head.

"I feel young again!" Vulture said. He was in black suit with red shoulder plates, and red gauntlets on his wrist, a pair of red wings attached to the red parts, with lenses similar to Boomerang's.

"I think you'll find you're better than ever." Smythe said. "These upgrades will provide you with better equipment than you'll ever have. All I ask is one thing in return: kill Spider-Man!"

"Smythe, you don't even have to ask. Killing the spider's always been my idea of fun, and when we're done…" Scorpion said. He was now clad in a suit similar to the one Smythe had given him before the launch of the Vertex shuttle, the only major difference being a face plate over his missing jaw and lenses like the other two. "We wot leave enough of him to bury!"

Execution Room

'I see I every day. The moment I should have died, but I didn't.' Jonah thought, the scene of Marla's death replaying before him. 'Because the woman I loved sacrificed herself for me.'

'Don't be mad, Jonah.' His memory of Marla said. 'Don't blame anyone for this…Spider Slayers…Spider-Man…not even Smythe. Don't waste any more of your life on hate…'

'And now I can't even fulfill my wife's dying wish.' Jonah thought. 'My name is J Jonah Jameson, mayor of New York City, and I swear on all that is holy…'

"Smythe is not getting off this island!" He yelled.

"This is your fault!" Smythe's lawyer said. "I warned you that your presence here would upset Smythe, and look at what just-" he was cut off by Jameson whacking him in the nose.

"Sue me." Jameson said. "IF we get out of here alive."

"Uh, that's looking less likely by the minute." Nora said pointing towards the sound of several 'tink' noises, only for Spider-Bots to descend.

"It's ok Norah, those are Spider-Man's robots." Glory said.

"I don't care if they were made by Santa Claus. Little robot bugs are always creepy." Norah said, and one Spider-Bot began displaying a hologram of the web slinger.

"Help me Obi Wan Kenobi. You're my only hope." The hologram said.

"Leave it to that web head to make a joke like that at this time." Glory said.

"If you're seeing this, then that means Smythe has attempted an escape." The hologram said. "I say 'attempt' because this is going to fail. Don't worry about your safety. I'm surrounding you in a field strong enough to hold back the Hulk." With that, a yellow dome began rising around them. "Remain calm. Everything's going to be alright."

"No…" Jonah said. "NO!" He ran out from behind the line of Spider-Bots just as the dome completed.

"Jonah! Where are you going?!" Glory said. "There's nothing to protect you from that monster!"

"More like him from me." Jonah said, and disappeared around the corner.

"Relax, Ms. Grant. Have faith that The Lord will deliver Mayor Jameson safely away from this disaster." The priest said.

"With all due respect, Father, I think God has very little to do with what's going on out there." Norah said.

Cell Block E

"What's wrong Alistaire?" Spider-Man taunted as he dodged a swipe from Spider Slayer. "You mad that I managed to outsmart you?"

"Silence you simpleton!" Spider Slayer yelled. "Do you I think having to kill you to go free bothers me? You're death is the reason I exist!"

"Wow Smythe, it's not like I haven't heard that line from Venom or Scorpion before. Way to keep it original." Spider-Man said. "You might as well give up. I sent word to the Avengers, and they'll be here any minute."

"Reinforcements eh? Now why didn't I think of that?" Smythe said, knowing that Boomerang, Vulture, and Scorpion were well on they're way.

"You're mini Slayers won't help you now, Smythe." Spider-Man said. "But I anticipated every move you've made. I've locked down the whole island, which is amazing considering the fact that the power grid is probably older than me."

"The power grid! Of course! Why didn't I think of that earlier?" Smythe said.

"Ah rats. I ended up making the Human Torch look like a genius again!" Spider-Man said. "You'll never get the chance to-hurk!" He was hit in the stomach by Spider Slayer's fist.

"I will, if you keep yammering on like a Bond villain!" Smythe said as he reared his hand . "I disable the power to your little traps and I'm home free! Of course, that will all come after you-"

"Die!" A voice said, and a bullet whizzed by him. Smythe looked to see a guard. The guard opened fire, forcing Smythe to run.

"I don't have time for this!" Smythe said, and ran off.

"Get up!" The guard said. "He's gonna get away now that you shot off your jaw like some arrogant rookie!"

"Relax, it's all part of the plan. Besides, you should think twice about giving orders when you can't follow them yourself, Brushtop." Spider-Man said, and the guard removed his helmet to reveal Jameson. "I thought I told everyone to stay inside the field."

"I couldn't just stand here while that monster runs free." Jameson said. "Dont worry about me. I can more than handle anything he throws at me. As mayor of New York, I'm giving you one mission." Flat top said. "Find Smythe, and put an END to this, by whatever means you have available."

"Got it. Stay here. I mean it this time." Spider-Man said, before swinging off. "Alright now to find Smythe and shut down all this-"

"Insanity?" Smythe said in his ear.

"What the hell?" Spider-Man exclaimed.

"Having this many of your little robots follow me was a mistake." Smythe said. "It was child's play to hack into your communications." Spider-Man's spider sense went off, and he dodged as the wall behind him exploded. "And I'm not the only one." The dust cleared to reveal Vulture, Scorpion, and Boomerang.

"This…this is going to hurt." Spider-Man said, and dodged Scorpion's tail.

"I'm going to rip your jaw off bug, and see how you like it!" Scorpion yelled, and Vulture flung two flechete's at Spider-Man. One nailed him in the shoulder while he dodged the other. Boomerang threw an exploding boomerang, and Spider-Man wasn't fast enough to dodge it before it exploded, ripping off the left glove of his costume.

"Well this is fun and all, but I have places to be." Spider-Man said, when Vulture tackled him.

"You're right: hell!" Vulture said.

"Flock off feather head!" Spider-Man said as he shot a web at Vulture's chest, and flung the avian supervillain into Scorpion. "Don't you guys realize Smythe is just using you?"

"You'd be surprised how much that doesn't bother us." Scorpion said.

"Jeez, I don't know what I was expecting." Spider-Man said as he leapt over Scorpion's claws and punched Vulture in the face. "This is really prime Masters of Evil material."

"I'm gettin' tired of your jokes web head!" Boomerang said, firing two razor rangs. They slashed the spider on his chest and back, causing a small amount of blood to leak out of his chest. "Man, this suit is sick! I always used to run out of boomerangs, but this suit just grows whatever kind I need!"

"You do realize that Smythe is just going to take this stuff back when he gets what he wants, right?" Spider-Man said, when his Spider Bots showed him where Smythe was: the power room.

Power Room

"I hope you're watching, arachnid." Spider Slayer said, before driving his fist into the power grid. Instantly, lights all over the raft shut off.

Cell Block D

The cell of Curt Connors, better known as the lizard, opened, allowing him to slither into the darkness.

Cell Block F

"Oh, you turned off the power. It's almost as if there are no-" Spider-Man said as the lights turned back on. "Backup generators!"

"Blast! No matter. You see, my Mini Slayers route information to MY eyepieces the same as your Spider Bots. I know all about the civilians you have locked away in a force field. Of Jameson, wandering the halls alone." Smythe said. "Scorpion! Vulture! Boomerang! Leave the spider. There are a few guests that need attending to."

"Bite me Smythe!" Scorpion said. "The spider punched off my damn jaw! There's no one I hate more than-"

"Did I mention J Jonah Jameson is one of your targets?" Smythe said. "Now, need I sweeten the deal? Because I surely-"

"Nah, you had me at Jameson." Scorpion said, running through a few walls.

"Given his Smythe can take away as easily as he can give, it behooves me to comply." Vulture said as he flew off. "Boomerang, can you deal with the wall crawler?"

"With this armor? I can take on both Hulks at once!" Boomerang said. "This suit is pretty damn durable!"

"That so? Good." Spider-Man said as he ripped a piece if rebar out of the wall. He hit Boomerang across both sides of his head, shot two web lines at his chest and swung him around, before throwing him into the wall, webbing him to it. "That means I can take off the kid gloves. And if I know Smythe, he designed this so well that you'll probably have a light concussion." Spider-Man explained before swinging off.

"So you've managed to take down Boomerang. That only means you have a choice now, Spider-Man." Spider Slayer said in his ear. "Do you go and protect the civilians, who are being stalked by Vulture, or Jameson, who is being hunted by the Scorpion." This made Spider-Man stop swinging. "Hobson's Choice, web-slinger. The mayor, or the civilians. Which will you choose?"

'Dammit, what do I do?' Spider-Man thought. 'I can't do both. What should I-'

"Miss us web head?" A female voice said over Spider-Man's radio.

"I think that he wanted to hog all the Spider Slaying punching fun to himself." A male voice said.

"What the-? Carol?! Tony?!" Spider-Man asked.

Outside the Raft

Captain Marvel and Iron Man flew towards the facility. "What are you guys doing here?" Spider-Man asked.

"A silent alarm I built in case the power at the Raft went off, then I managed to patch into the cameras to see you get your webbed ass handed to you by those three." Iron Man said, and the two heroes touched down on the ground. "Of course, Carol was sitting around with nothing to do, so I brought her with me."

"Spider-Man, what's going on down there?" Captain Marvel asked.

"Smythe's seen too many episodes of Prison Break." Spider-Man said. "I'm trying to put a stop to it, but things have gotten a little out of hand."

"Would you like some help?" Captain Marvel asked.

"Pretty please." Spider-Man said. "Jameson's wondering the halls, and Scorpion's hot on his trail. There's also a group of civilians protected by a force field, but Vulture's going after them." Captain Marvel and Iron Man looked at one another.

"I don't hit old men, so I'll take Scorpion." Iron Man said.

"So the Mandarin doesn't count?" Captain Marvel said.

"He has alien death rings. It's totally different than a guy who flies around on an anti-gravity harness." Iron Man said, and the two split up.

Cell Block F

"I hope you're listening, Smythe. I've got back up from two heavy hitters, and that means there's only one thing left on my to do list." Spider-Man said as he resumed his swinging, Spider Bots close behind him. "I take you down, this all ends! There is no possibility, in any universe, where this ends well for you!"

"Very well then, Spider-Man." Spider Slayer said in his ear. "I had hoped to escape cleanly, but I am perfectly content with us having one final battle-" Spider-Man broke through the wall of the room Smythe was in. "-TO THE DEATH!"

Mess Hall

Jameson walked through the halls, completely ignoring what Spider-Man. "Who does that wall crawler think he is, ordering me around like that? I'm the damn mayor!" He said, when he heard a heavy footstep behind him. He took a breath, before firing his gun as he turned, only for the bullet to bounce off Iron Man's black and gold armor.

"Easy there, Quick Draw." Iron Man said.

"Iron Man?" How'd you find me?" JJ asked.

"My armor's sensors picked up your life signs, but the same can't be said for Scorpion." Iron Man said. "His mini-Slayer's might be crude, but Smythe's tech is keeping him cloaked from my sensors. PEPPER, can you patch me into the feed from the Spider Bots so I can get a visual?" The Armored Avenger said to his AI modeled after his longtime friend and assistant.

"Give me a minute, and I'll-hold on. The structural integrity just went down on that wall." The AI said, and Scorpion burst through the wall.

"You can't hide from me, Jameson!" Scorpion said. "Your tin can bodyguard can't protect you for long!"

"Don't be so sure, Gargan." Iron Man said. "I was fighting Galactus back when you were still stalking people for money." Iron Man fired two repulsor beams, both of which hit Gargan square in the face. Scorpion swung his tail at Iron Man, who caught it and swung Scorpion across the room.

"That tickled, tin man." Scorpion said.

"PEPPER, charge the unibeam." Tony said, and the large red repulsor in Iron Man's chest began to glow. The stinger on Scorpion's tail retracted, and out shot a green beam of energy that hit Iron Man, causing the red lights on his suit to go dark.

"Like that? Y'see rich boy, you're not the only one who has fancy toys." Scorpion said.

"Armor, Manual Release!" Stark said to his armor, but it didn't comply.

"That was an EMP blast. Locked your armor joints. So, you're going to be out for a few seconds. That gives me enough time to do my thing." Scorpion said, and raised his tail to impale the Avenger, brought it down…

…only for it to be blocked by a scaly green hand. Iron Man managed to tilt his head enough that he saw a sight he never expected to see. "Saved by The Lizard?!" He asked in disbelief. "Spidey's never going to let me hear the end of this."

"Get outta here ya stupid monster!" Scorpion yelled.

"Noooooooo…not the Lizzzzzzard. I'm Curtisssssss Connorsssss…" the Lizard said as Iron Man's armor rebooted. "…and I will never let the monsterssssss win again!"

Execution Room

"Mr. Shipley, no matter how hard you hit it, it's not going to break." Glory said as Shipley hit the force field for the umpteenth time. "You heard Spider-Man. He tested this against people like Hyperion and the Hulk."

"So what? The Wall Crawler's out there doing MY job." Shipley said.

"Better than you, I might add." The DA said.

"What's that supposed to mean?" Ted asked.

"Well, you've been under review by the DA's office for awhile. The amount of escapes since you took over, like Morbius, Octavius, and now Smythe? Not to mention all the reports of prisoner abuse we've gotten." The DA said. "That all amounts to keeping a close eye on you, Shipley."

"And you were right to do so." Vulture said as he descended from the ceiling. "Every morning, he would blast me and a few others with cold water. Not to mention his mocking of people like poor Jack O'Lantern."

"That psycho? He's anything BUT poor." Glory said, remembering when he kidnapped Betty Brant.

"Maybe, but that doesn't excuse Shipley here." Vulture said as he analyzed the field. "The shield is generated by the robots, but it manages to shield them at the same time. I have to admit, I'm impressed. The wall crawler has really been ramping up his game with all this new tech. However, I have new technology of mine, and it detects this shield's weak points!" Vulture said as he shit a flechete through a Spider-Bot.

"Please sir, only ask, and God shall absolve you of your sins, allowing you to live out your remaining days in peace." The priest said.

"There is no place for your god with me!" Vulture said.

"What about your grandson?" Norah asked, making Vulture notably falter. "It's not too late. I'm with the Daily. Bugle, and we can definitely find him if you want to make amends."

"It's…far too late for that." Vulture said, and Glory noticed there was a slight quiver in his voice.

"But it's not! I'm with the mayor's office, and we can definitely do something to make sure you get out of here." Glory said.

"And we're with the DA's office." The DA said. "We can definitely arrange leniency."

"Leniency? Hell, I can get you acquitted!" Smythe's lawyer said. "My whole defense for Smythe was built around his implants causing mental instability. I can see you don't suffer for any of this!"

"And I can out in a good word for you." Captain Marvel said as she descended towards the ground. "A good word from an Avenger can go a long way with the right judge."

"Be quiet, all of you!" Vulture said. "Just let me think." Shipley turned to the two guards that were in the dome.

"The minute this shields down, blast him." Shipley said.

"But sir, it sounds like he's actually considering taking the deal." One said.

"I don't care. He's a murderer, and murderer's have to pay." Shipley said.

"Don't even think about it, Shipley." Captain Marvel said, having picked up the conversation with her enhanced hearing. "Or else the Department of Corrections will hear about how you assaulted an unarmed old man."

"I'll take the deal." Vulture said. "Captain, can you emit an electromagnetic pulse?"

"I think I can." The half-Kree pilot said, and rubbed her hands together, before placing them on Vulture's shoulders. A yellow wave went over his body, and the mini-Slayers making up his new costume fell to the ground as the dome dissolved, having used up all it's energy. "Well, that's at least one down. I hope things are going better on Tony and Spidey's ends.

Solitary Confinement Wing

Spider-Man dodged a punched from Spider Slayer, before ripping off one of his mandibles. "It's pointless, Smythe!" He said. His costume was torn in several places, his left glove was gone, and his mask was missing an eyepiece. "Surely even you can see that!"

"I only see one thing: your death!" Smythe said as his mandible regrew. One of his blades darted out, and Spider-Man barely had time to dodge impalement. "You should be helping me! How many times has Jameson slandered you, accused you of crimes you didn't commit, or created Supervillains to try and kill you?"

"Too many to count." Spider-Man said as he punched Smythe in the face, breaking his nose. "But I'm not God. I don't decide who lives, or who dies. Yes, when I first became Spider-Man, I'd have pulverized Jameson the minute he accused me of murder. But there is something I learned the hard way, something that I live by: with-" he uppercutted Smythe's jaw. "-great-" he kneed Smythe in the gut. "-power-" he head butted Smythe, cracking his helmet. "-comes-" he slashed Smythe's horn off, but it quickly regrew. "-great-" he hit Smhthe in his ribs, feeling the bones give way. "-responsibility!" He finished with a punch to Smythe's face, destroying his lenses. "You have a great mind, Alistaire. Just think of all the good you could have done if you hadn't let rage consume you."

"You're right." Smythe said, and turned his head. "I could have done good, but I chose to devote myself to something greater: killing you!" Smythe's horns shot up and wrapped around Spider-Man's head. "This is my great victory. I put my mind in your powerful body, and your mind in my broken body, and- wait, why isn't it working?"

"Carbonadium head plating." Spider-Man said as the horns receded. "Does wonders to keep tricks like that from working."

"I see. Well, it looks like I've lost." Smythe said, when he wrapped Spider-Man in a bear hug. "I may die here tonight, but I won't be going to Hell alone!" The remnants of his visor began to glow red, and Spider-Man heard a ticking sound. "Everything that's gone wrong in my life is because of you! If you had never come along, then Jameson would have never hired my father, and he never would have died, and he'd still be here! Well, its time to rectify my bug problem!"

'Dammit all, he's activated a self destruct sequence! I couldn't defuse it even if I had time! I need to get free, but how?' Spider-Man said. 'He's locked his arms, and I can't-that's it!' He began moving his arms against Smythe's, and cracks appeared on Spider Slayer's arms. 'He replaced most of his limbs with cybernetics, so they're not flesh and blood. Which means that with a little force-'

"Nyarrrrgh!" Smythe yelled as Spider-Man broke free, sending his fake limbs to the ground.

"I'm sorry, Smythe. I really wish this had ended differently." Spider-Man said, before swinging away as Smythe let out one last cry of vengeance before exploding.

Mess Hall

Iron Man had thought that, since he'd fought big leaguers like Thanos and Dr. Doom for over a decade, he'd be able to handle Scorpion no problem. Boy was he wrong.

"Not so tough now, are ya tin man?" Scorpion asked. He had managed to put a few large dents in Iron Man's armor, and the Lizard was panting heavily.

"We need to disssssssrupt hissssss ccccccccyberneticsssss." Lizard said "Do you have an EMP?"

"Sorry big guy, but Scorpion's a bit stronger than I thought he would be." Iron Man said. "He's cracked my unibeam casing, and my weapons systems other than my repulsors are still down from that EMP."

"Well, think of something!" Jameson ordered, when the ground shook. Scorpion reared back his tail, only for the Mini-Slayers making up his new armor fell to the ground.

"No…Herekkkk…" were the noises that came out of Scorpion's jawless mouth.

"Whatever was keeping those Mini-Slayers running just went offline." Iron Man said. "There was a faint signal, but it's gone now. Without those little robots, he'll probably die."

"Yesssss." Lizard said, and they both picked up Scorpion, using their shoulders to support him.

15 minutes later.

Captain Marvel watched as they put cuffs on Vulture. "You look like you had the easy job." Iron Man's voice said as he and Lizard exited a hole in the wall.

"What are you doing with that thing?" Carol asked.

"Relax. Curt Connors is in control." Iron Man said. "I'd probably be canned soup if it wasn't for him."

"Don't worry, Captain. If would easssssse your mind, then I will willingly sssssssubmit myssssssself to cusssssstody." Lizard said.

"Where's Spider-Man?" Jameson asked.

"I thought he was with you guys." Captain Marvel said.

"No, he went after Smythe." Jameson said.

"PEPPER, scan for Spider-Man." Iron Man said, worry present in his voice.

"I'm not picking up his life signs." PEPPER said. "Either he's too far behind the walls, or…" the AI trailed off, letting that hang in the air.

"I'm going in." Captain Marvel said. "If he's still in there, then he's probably hurt, or worse, with Smythe."

"Glad to see you're so concerned about me." Spider-Man said as he limped out, Boomerang wrapped up in a web caccoon. "But I'm afraid I'm going to have to say no to that."

"What happened? Where's Smythe? Did you-" Jonah started to ask.

"No, I didn't. Crazy bastard blew himself up." Spider-Man said. "Now if, you guys don't mind, wake me up next week." He collapsed, and Glory and Norah ran over to him."

"He's alright." Iron Man said, his helmet displaying Spider-Man's vitals. "Just needs a little sleep." As he looked back, he noticed Shipley putting restraints on the Lizard. "Hey! What the hell do you think you're doing?"

"This thing's a monster, Mr. Stark." Shipley said. "It's in the public's best interest to keep it contained."

"HE saved both mine and the mayor's lives, warden." Iron Man said.

"It'ssssss ok, Iron Man. I really don't mind." Lizard said.

"Alright, fine. But trust me, I'm going to make sure you get the help you need." Iron Man said, when a tail hit him in the back and sent him flying.

"What the-?"Captain Marvel said, when Scorpion's pincer grabbed her wrist and threw her to the other side of the docks.

"Jameson…" he attempted to say with his missing jaw. "…Ragh hurk kerl you!" Spurred by a sudden burst of adrenaline, he leapt at Jameson, and thrust his stinger towards the mayor…

When Shipley pushed him out of the way, the stinger protruding out of his other side. Scorpion yelled in pain as a taser struck him, and Glory and Norah looked to see the attorney holding a guards taser.

"Heavenly Father, please guide Mr. Shipley to the rest he so deserves." The Priest said.

"Poor Mr. Shipley. He died to save the mayor's life, and stopped the Raft's last breakout." Norah said as Iron Man and Captain Marvel, Spider-Man being supported on their shoulders.

"He might not have been a good warden, but he was a good man." Jameson said. "He left a legacy anyone could be proud of."

"And in the end, that's all we've got left: legacy." Captain Marvel said, knowing all too well about that. Even though he was unconscious, Spider-Man agreed with every word.

Half an hour later

"Wake up Web head." Nora said, lightly slapping him and waking him up.

"Ugh, I feel like the Hulks used me as a treadmill." Spider-Man said. "How long was I out?"

"About half an hour." Glory said, and filled him in on what happened after he lost consciousness.

"Damn." Spider-Man said. "I can't believe I just fell asleep like that. If I had stayed up a second longer, then-"

"It could very well be you in that bag." Captain Marvel said. "And I don't think I could tell you-know-who you survived what went down with Smythe only to throw yourself on Mac Gargan's tail." Spider-Man looked around, noticing that they were moving across water.

"Are we on a boat?" Spider-Man asked. "Great, now I have that Andy Samberg song stuck in my head."

"Jonah and Tony have been talking about something for the past 15 minutes." Carol said. "I hear a lot of yelling from JJ, so it must be something big."

"Here, let's get you cleaned up a bit." Glory said. "We're on our way to a press conference, so try to look like you're not about to pass out."

"I have a lot of practice pretending." Spider-Man said as the boat docked at Battery Park, and several reporters were already at the scene.

"Spider-Man! What do you have to say about rumors of two Spider Powered vigilantes in Philadelphia?"

"Iron Man! Care to comment on the nature of yours and Pepper Potts' relationship?"

"Captain Marvel! Is it true you and Spider-Man are dating?"

"Enough!" Jonah yelled as he and the three Avengers stood on a pedestal that had been prepared for them. "Earlier today, the state of New York attempted to deliver justice to Alistaire Smythe, a man who slaughtered countless innocents, including my beloved wife. That same man lead three villains in what can only be described as the Raft's last breakout, which ended in the death of both him and Theodore Shipley, who sacrificed his life to save mine. It was only thanks to the efforts of these three heroes that four Supervillains are not stalking the streets of New York." Jonah took a deep breath. "The city thanks all three of you for your service. Now, I give the stand to Iron Man." Cheers sounded and cameras flashed as the armored avenger took the stage, raising his faceplate.

"Thank you, JJ. In this city lives a great, yet misunderstood, hero." Tony said. "One who combines my brains, Captain America's bravery, Thor's nobility, the Hulk's strength…hell, I could be here all day and not even come close to listing all the qualities that make him so amazing. For over a decade, he's proven time and time again that when it comes down to it, he's the one you want watching your back in a fight."

"Flatterer." Spider-Man said.

"One of his most memorable accomplishments has to be his recent defeat of Otto Octavius, saving us all from a madman's ego trip. When the Avengers fell and the world turned against him, he didn't bat an eyelash, and stood up for what was right." Iron Man said. "Spider-Man has given to this city, this WORLD, countless times, and I think it's time we have back. It gives me great pleasure to present Spider-Man with the Raft to do with as he pleases." Spider-Man was stunned speechless. When he first put on this mask, he never imagined in his wildest dreams that one of the worlds mightiest heroes would give him a former super prison.

"Spider-Man?" Captain Marvel said, waving her hand in front of his face. He shook his shock off, and stepped towards Iron Man.

"Wow, Tony, I don't even…thank you." He said. "How'd you get Jonah to agree to this?"

"I had to cut a VERY big check towards his next reelection campaign." Iron Man said. "So, what are you going to call it?" Spider-Man thought for a moment, before coming up with a name.

"Spider Island…" he held up two fingers. "…two."

A/N: i apologize if anyone seemed OOC. I ended up putting this off too long, and ended up doing most of it Sunday, last night, and tonight.

Next Time: Run Goblin Run


	10. Chapter 9: Run Goblin Run

Chapter 9: Run Goblin Run

"…no, I don't have a guide dog, so it won't be a problem." Matt Murdock said. "Yes, I am blind, I have been since I was a kid, but I've managed to get around New York blind for years." He sighed. After recent events, Matt Murdock, better known as Daredevil, had decided to move back to his one time stomping grounds of San Francisco. Of course, for a blind lawyer, finding a decent apartment was harder than it used to be. "Look, a client just walked in, so I'm going to have to call you back about that apartment." He said, and hung up. "I know your scent anywhere, Peter." He turned to look at the window, where Spider-Man was sitting on the window, and although Matt couldn't necessarily see it, he knew Spider-Man was wearing a new costume. His shoulders, head, and part of his torso were red with a web pattern, his lenses were black, the spider emblem was similar to the one he had when he wore the black suit, except it was black from the chest and forearms down, with the legs of the emblem wrapping around his shoulders, and on each wrist was a silver gauntlet like device with a red screen. On his back was the same emblem he always had, except it was obvious that this was more than a decoration, almost as if it was some sort of backpack,

"I gave up trying to sneak up on you years ago, Matt." Spider-Man said, and got off the windowsill. "Black Widow told me that you're moving."

"Yeah. After everything that's happened lately, I need to get away from the city." Matt said. "So what brings you here?"

"Well, about a day after Smythe tried to breakout, I was sitting in Spider Island, and I started thinking: how could I repay the city for giving me my own base? And then, it occurred to me. Tell me, my fearless friend, what's one of the biggest eyesores in this city? I'll give you a hint: it's owner has a permanent investment in this city's all you can eat buffets." Spider-Man said.

"Shadowland. You want to take it out." The blind lawyer said.

"You guessed it." The Arachnid Avenger said. "That things been standing in our city for too long, and the residents of Hell's Kitchen are stuck under Kingpin's gigantic thumb."

I'm guessing you have a plan?" Matt said.

"Go in, bounce Kingpin like a bouncy ball, and knock it down." Spider-Man said. "I figured you'd want a piece of the action, seeing as how your old neighborhood is living in constant fear for their lives."

"You figured right." Matt said, already reaching under his desk for his Daredevil costume.

That Night, Shadowland

Kingpin, Hobgoblin, and several Hand ninjas were gathered around a map of New York, with various sections marked. "We've managed to…persuade…the new White Dragon to give us his territory, and the Owl will fall soon enough." Kingpin said. "Hobgoblin, did you do what I said?"

"Yessir. I laid a nice little bread trail for the cops to follow straight to Owl. They should be arresting him any minute now." Hobgoblin said.

"Excellent. The evidence won't stick, but it will leave him detained long enough for us to claim his territory." Kingpin said. "Out next order of business will be rigging the next/" Kingpin was cut off as an explosion rocked the building. "What the hell? Someone report!"

"We're under attack sir! It's the Avengers!" A voice said over a radio. In an abandoned apartment complex that was right under Shadowland, the Punisher held an empty RPG.

"This is Castle. I've rung the doorbell." He said as he began walking down the stairs of the complex, loading his guns as he did.

"Good job, Punisher." Spider-Man said over the communicators. "You're using rubber bullets, right?"

"These are immortal ninjas. If you think I'm using rubber bullets against f**king immortal ninjas, you've been inhaling too much web formula." Punisher said, and exited the complex, where he found a squad of Hand ninjas waiting for him. "I'm gonna have to call you back." At the entrance to Shadowland, Spider-Man, Luke Cage, Iron Fist, Daredevil, Falcon, Spider-Woman, and Captain America were engaging the Hand.

"Remind me of the plan again!" Spider-Woman said as she blasted the face of one ninja."

"We fight our way to the top of the tower, then we arrest Kingpin." Captain America said as he blocked the sword of a ninja before bashing him in the face with his shield. "Spider-Man, this is your op. Any suggestions?"

"Yeah: be on your toes." Spider-Man said as his gloves sharpened into claws, and slashed an archer's bow in half before kicking him in the face. "I don't know who Kingpin's got in that tower, so be prepared for anyone."

"Can someone tell me why we didn't do this sooner?" Luke asked as he punched a ninja in the face.

"Corruption runs deep in this city." Daredevil said as he swung his bo staff into the head of a Hand member. "Fisk pays enough city council members to make enough red tale to keep the Avengers or SHIELD out."

"Then it's a good thing that this isn't an Avengers mission." Spider-Man said as two hand ninjas cornered him. "This is a strike by a group of superheroes, most of which happen to be Avengers, and are lead by an Avenger."

'Incoming call from mayor Jameson.' His communicator said, and Spider-Man sighed.

"I'm sorry, can you wait a moment? I need to take this." Spider-Man as two mechanical legs, similar to a spiders, came out of his backpack, stabbing the two ninjas in the shoulder. "JJ! How can I help the Mayoral Mustache?"

"What the hell do you think you're doing?!" Jameson yelled. "You and your spandex wearing comrades are attacking privately owned property!"

"Do you know what this building is, Flattop? This is Shadowland." Spider-Man said. "You have the headquarters of an international assassin organization, not to mention the headquarters of Wilson Fisk, a criminal who has been convicted of too many crimes to count, sitting right in the middle of your city, and what do you do about it? Nothing!" Spider-Man punched a ninja in the face, before delivering a roundhouse kick to another. "You shut down the Raft to protect the people of New York, but do you do anything about Shadowland? No, you let Fisk just run around doing whatever he wants!"

"Mr. Mayor, it's our duty to take him down. And I'd be lying if I said I didn't have a few personal reasons for this." Daredevil said. "I brought the Hand and Shadowland to New York, and it's because of me that Kingpin is in charge here, and it's my fault these people live in fear of him."

"Jonah, we're doing what you should have done a while ago." Spider-Man said as he swung one ninja into two others.

"The minute Fisk took over, you should have marched your little 'anti-Spider Squad' in here to arrest him. Instead, you devote taxpayer dollars on trying to arrest my male counterpart Spider-Man." Spider-Woman said.

"Look, JJ, think about it: heroes take down criminal empire with approval of Mayor Jameson." Spider-Man said as he tripped a group of ninjas up.

"That's make for one hell of a headline." Falcon said as he kneed a ninja in the groin. "Just imagine the approval ratings." Jameson was silent for a moment.

"Alright, fine. I'll file the paperwork, but I want Fisk in handcuffs by morning." Jameson said, before hanging up.

"Man, what an ass." Falcon said. "Has he always been like that?"

"He used to be worse." Luke said

"Don't sound so surprised, everyone." Iron Fist said as he punched a ninja in the gut. "Jameson's had a mad on for Spidey for years. We shouldn't be surprised that he ignored Kingpin to go after Spider-Man."

"Well, at least we're finally fixing this problem." Wolverine said as he stabbed a ninja. Inside Shadowland, Kingpin watched the battle with unbidden rage.

"This is unacceptable!" He yelled. "Send out Lady Bullseye!"

"You want me out there too, boss?" Hobgoblin asked.

"No, I want you right here." Kingpin said, reading they would have to use plan B.

Captain America, Daredevil, and Falcon were making their way through several dozen ninjas. "Keep it up people! Were almost through!" Falcon said, when something hit him in the back of the neck.

"Sam!" Captain America yelled, and Daredevil sniffed the air.

"I know that scent." He said, and 'saw' Lady Bullseye with his enhanced hearing. "You're still working for Fisk, Lady Bullseye?"

"No, I am working for the Hand. Unlike you, I know where my loyalties lay." Lady Bullseye said. "I never betrayed the Hand because of misplaced sympathies for American super-heroes. Now, Daredevil, prepare to-" Lady Bullseye was cut off when a gunshot went off, and a bullet went through her skull. As she fell down, everyone saw the Punisher, who only had a few cuts and bruises.

"F**king magic ninjas." He grumbled, and walked over to the group. "Who else has Fisk sent out?"

"I know Hobgoblin's here, but Fisk hasn't sent him out. Other than that, Fisk doesn't have any super humans out right now." Daredevil reported. "What about you? Have you come across anyone?"

"Only the Hand's regular ninjas." Punisher said. "How's Falcon?"

"Looks like he only has a small concussion. He'll be fine." Captain America said, when Daredevil gasped.

"Oh god, not her." He said. "We need to get to Spider-Man and the others, now!"

Spider-Man, Spider-Woman, Luke Cage, and Iron Fist were fighting their way towards the entrance of Shadowland. "Does anyone know the layout of this place?" Luke asked.

"I do." Spider-Man said. "When Daredevil built it here, he had to file blueprints with City Hall. I'm uploading the layouts into my lenses. Kingpin's office is-" he was cut off by his Spider Sense going haywire.

"Way out of your reach, arachnid." A woman with red hair and an open leather jacket said.

"Typhoid Mary." He said. He'd only encountered her once, years ago, and he'd prayed ever since that he would never meet the bundle of insanity and mutant powers that was Typhoid Mary.

"That's my name. Don't wear it out." Mary said.

"Aw crap, this is the crazy one Daredevil told us about isn't it?" Luke asked, preparing for a fight.

"I think so." Iron Fist said as Green Energy surrounded his fist.

"Guys, be prepared." Spider-Woman said. "Typhoid Mary is an extremely powerful telekinetic and pyrokinetic, and her Dissociative Identity Disorder only makes her more dangerous."

"But which personality is in control?" Spider-Man asked Typhoid, his claws and four mechanical arms ready to rumble.

"Oh, I'm not any you've come across before. See, Kingpin awakened my true self. I like to call this one…Mad Mary." Typhoid said.

"Mad Mary? Really?" Spider-Man said. "And I thought 'Rhino' or 'Doctor Octopus' was tacky." His Spider Sense flared, and he was hit in the chest by a telekinetic blast from Mary, sending him flying back, but he quickly recovered.

"I think you'll quickly find I'm different than the other Mary's." Typhoid said. "While the others had their weaknesses, I have none. While they were burdened by personal desires, I only have one: obey Kingpin." She created a flaming sword in her hand.

"That's…not in the files." Spider-Woman said. "Spider-Man, tell me you expected her."

"I wish I could. I didn't even know she was still alive." Spider-Man said. "I came only expecting Hobgoblin of Lady Bullseye, but not her."

"How about we use the best strategy there is: but her til she stops moving!" Luke said, and he and Iron Fist ran at her. Luke slammed his fist towards her, but she caught with telekinesis. Iron Fist tried performing an uppercut, but Mary blocked it with her flame sword. They were telekinetically thrown back by her, and Spider-Woman began firing venom blasts while Spider-Man shot impact webbing at her.

In Shadowland's main office, Kingpin and Hobgoblin watched the spectacle. "Plan B has been initiated." Kingpin said.

"Uh, boss? If you don't mind me asking, what's plan B?" Hobgoblin asked.

"Typhoid is a last resort. If any of these so heroes manage to defeat her, she has been instructed to take her own life. Her death will set off explosives set to detonate when he heart stops beating, and the explosion will be enough to destroy Shadowland's lower support beams." Kingpin said. "The hope is that the ensuing collapse will be enough to destroy not only the heroes, but Hell's Kitchen as well."

"That seems a little…extreme." Hobgoblin said. "Wouldn't it be easier to just take them on yourself?"

"Not with this many." Kingpin said. "If it was simply Spider-Man and Daredevil, you and I would be able to easily kill them. However, I never expected Spider-Man to bring several Avengers with him. Come with me." Kingpin lead Hobgoblin to the opposite wall, and pushed it open to reveal a set of stairs. "No one down here, except for a trusted few, have seen this place." The crime lord said as he lead his Goblin downstairs, and eventually they saw a large man who looked exactly like Kingpin eating a bucker of fried chicken.

"Mr. Fisk! I didn't know you'd be stopping by!" The look alike said.

"Uh, can someone please explain what's going on?" Hobgoblin said.

"Hobgoblin, this is Smeadly Kornfield." Kingpin said. "He has undergone extensive surgery on both the physical and genetic level to look exactly like me in case I need him." He walked over to Smeadly. "Smeadly, I've given you everything you could want. Video games, TV, all the food you can eat…would you say this was a good life?"

"Yeah." The lookalike said.

*SNAP!* Smeadly's body, which now had a broken neck, fell to the floor. "Holy s**t!" Hobgoblin yelled.

"I'm afraid this was necessary. Smeadly has my DNA and my dental record, and after the fire, will be completely indistinguishable from me." Kingpin said.

"Fire? What fire?" At that moment, Kingpin doused the whole room with gasoline, before lighting a match. "Oh. That fire." Another secret door opened, revealing a one person craft. "I hate to be that guy, but that's a one seater."

"Very astute, Hobgoblin. I'm afraid this is where we say goodbye." Kingpin said. "It has been a pleasure working with you, and I wish you the best of luck." When Kingpin turned to shake Hobgoblin's hand, he was already gone. "Smart boy. Though I suppose that's one more loose end I'll have to tie up."

Shadowland exit

"Goddammit!" Hobgoblin yelled as he exited. "Kingpin wants me dead, the Avengers want me captured…what the actual hell?! Things were going so well!"

'Unit 213 performing sweep.' A mechanized voice said, and Hobgoblin turned to see a spider bot, squealing like a scared little girl.

"Oh crap, it's one of Spider-Man's little robots!" He said, raising his flame sword to destroy the robot.

'Goblin Protocol activated.' The Spider Bot said as it analyzed Hobgoblin's face. 'No activity detected. Continuing sweep.' It scurried off, leaving a confused Hobgoblin.

"Well, didn't see that coming. Must be defective." Hobgoblin said, before hauling his ass out of there.

Shadowland entrance

The battle against Typhoid was not going well. Iron Fist, Spider-Woman, and Luke were unconscious, and despite being joined by Daredevil, Captain America, Falcon, and the Punisher, the heroes were still outmatched. "We need a plan." Falcon said. "Cap? Spidey?"

"I might, but it's a long shot. It relies entirely on if I can scratch her." Spider-Man said. "DD, Punisher, you take her left. Falcon, Cap, you two take her right. Distract her, and I'll do the rest."

"You got it Web Head!" Cap said as he threw his shield, the large Vibranium discus flying through the air. Typhoid effortlessly caught it with her mental powers, and created a shield that blocked bullets from Punisher and flechetes from Falcon. Daredevil attempted to get in close, but Typhoid created a wall of flame to keep him back. Unfortunately for her, distributing her telekinesis and pyrokinesis like that left a huge opening in her defenses.

"There we go!" Spider-Man said, leaping at her and taking her with his claws, enough to draw blood, and she threw him back.

"I don't know what you though you would accomplish by that." Typhoid said, holding all the heroes by their throats.

"Well, I don't know if you've heard, but I've got these new toys called 'micro-trackers' in my claws. And you've got them in your bloodstream now." Spider-Man said, and held his gauntlet to his mouth. "Micro-Tracers: bioelectric pulse." Mary was confused, until what felt like a dozen volts of electricity made her drop to her knees, dropping the heroes. "Like that? Don't worry, they're designed to only stun for a second, not kill." Spider-Man said, and Typhoid began chuckling madly.

"Good to know." She said, and grabbed a knife strapped to her thigh and slit her throat open from ear to ear, shocking all the gathered heroes.

"What the actual f**k?" Falcon said, and Daredevil grabbed her body, holding his ear to her chest.

'Wait, that almost sounds like a-' his eyes widened as he realized Typhoid's plan. '-pacemaker!' Spider-Man's spider sense began to sing Beethoven's 5th at that moment.

"Everyone get back!" He said, and tapped his gauntlet as Cap grabbed Luke, Falcon grabbed Iron Fist, and Punisher grabbed Spider-Woman. "Plan Beta 5!" Blue domes surrounded the buildings of Hell's Kitchen, and Shadowland's support structures blew, and the structure began to collapse. The heroes managed to get under one dome just before it closed, and the debris bounced harmlessly of the fields. "Thank god…I wasn't entirely sure that would work. A good thing that all that concrete and metal isn't as strong as the Hulk." Spider-Man said, and noticed the residents of the building the dome covered watching the scene with what looked like shock. "Oh. Hi, everyone."

"My word, it's like some sort of twisted Thanksgiving parade." An elderly woman said.

"No way, it's like the Fourth of July!" A young boy said.

"No son. It's Bastille Day." The boy's father said.

"Is it over?" The boy said

"What's your name, kid?" Captain America asked the little boy.

"Leo." He said.

"Well, Leo, it's all over." The First Avenger said. "No more being afraid of Fisk, no more living in the shadow of evil. And do you know why?" He pointed to Spider-Man. "Because of this man."

"Please, I didn't really do a lot." Spider-Man said. "It was guys like Cap or Daredevil who did all the heavy lifting."

"Nonsense." Daredevil said. "It was Spider-Man who decided to come here, and it was him who got all of us together. Without him, none of this would have happened."

"Well, yes I did, but it was-" Spider-Man started to say, when Spider-Woman covered his mouth.

"Web head, stop being so modest and say a few words." She said.

"Ok. Well, um…" he looked at Leo and his father. "What's you're name?"

"I'm Jaime Maldano, and this is Leo." The father said.

"Well, Jaime, Leo, I want you to know that I did this all for you." Spider-Man said. "The people of Hell's Kitchen have been living in Kingpin's XXXL shadow for too long, having to pay for all his all-you-can-eat buffets. You can all rest easy tonight, and know that from now on, Hell's Kitchen is now under my protection, and I promise, the monsters will never come back!"

Sewers

A group of Hand ninjas were being lead by two men in Goblin Masks through the sewers of New York. "Gentlemen, welcome to the Goblin Underground. You'll be safe here." The man in the lead said.

"Safe? We are unworthy." One of the ninjas said. "We fled from battle. We do not deserve to live!"

"Dude, just because you ran from a fight with the Avengers. That don't make you a coward, that means you're smart." One of the men said.

"And to the Goblin King, you are FAR from unworthy." The other man said, and they were lead into a large room where several members of the Goblin Underground had gathered.

"If like to thank you all for coming here today. With Mr. Fisk's former employees joining us, and his infrastructure becoming ours, we've passed the tipping point!" Goblin King said. "52% of all organized crime in this city is ours! And for that, we have to give Spider-Man a big round of applause for cutting off the heads but leaving the bodies!" He said, letting his subjects cheer for him before silencing them. "Your Goblin King is now the Goblin Kingpin of Crime! Hee hee…without even lifting a finger, I've won! NEW YORK IS ALREADY MINE!"

Later that night, A Small Fix-It shop in Brooklyn.

Phineas Mason, better known as the Tinkerer, pleas polishing an antique clock when he heard knocking at his fire. "We're not open for business…" Tinkerer started to say, when the bell above the door rang, signifying that someone was coming in, and Tinkerer turned to see Hobgoblin, one of his repeat customers, enter with a duffel bag. "…yet. I told you, no costumes through the front door! I swear Goblin, if I have to change shops again, I'll-"

"Shut it, Tinkerer. Spider-Man's gone nuts!" Hobgoblin said. "He got a bunch of his Avenger buddies and attacked Shadowland! Blew up the whole damn building, even took out the Kinglin!" Silence hung in the air for a moment. "Yeah, let that sink in for a moment. Took out Fisk like he was nothing."

"What do you need?" Tinkerer said, and Hobgoblin put his duffel bag on the counter and unzipped it.

"I need some new gear, plus a charge for the sword. I also need some pumpkin bombs, and not the usual stuff. Double yield." The second-rate Goblin said.

"That'll cost you." Tinkerer said.

"Don't worry, I'm good for it." Hobgoblin said. 'Especially after I sell this bat-cam video to Robbie and the Bugle.' He thought, patting the camera in his costume. "Hurry it up. I'll be back at the end of the day." Hobgoblin said he left.

"Don't worry. I'll put my best man on it." Tinkerer said as he pressed a button, causing a secret room to open, where a young man wearing a blue polo shirt, a bow tie, glasses, and tattoos on his arms was working on various pieces of equipment. "I'm guessing you heard all that?"

"Yeah, I did." Tiberius Stone said.

"Guess that means you won't have to stay here anymore." Tinkerer said. "It's too bad. I was enjoying your company, not to mention that a second hand to do things around here is really useful. Not to mention you were cheap."

"Well, where else could I go?" Stone said.

"Just do your old pal the Tinkerer a favor, Ty. One last job on your way out?" The supervillain equipment provider said.

"Sure. It's the least I can do for you putting up with me." Tiberius said, and went to his lab with Hobgoblin's equipment. 'Oh this is TOO good. Hobgoblin's toys, mine to play with. When I think of all the times he threatened me, made fun of me…' Tiberius thought, looking at a cork board covered with pictures of Kingpin, Spider-Man, and the Horizon Labs team. 'Been hiding here for months. After Spider-Man ruined my plans…after Kingpin made me a marked man…after Max Modell and Horizon turned their backs on me…I've been holed up here for months, wih nothing better to do than think of ways to show you all…' "YOU MESSED WITH THE WRONG NERD!" He yelled.

Noon that day, the smoking crater that used to be Shadowland

Giant-Man picked up a large piece of concrete, and Iron Man blasted several smaller pieces of rubble as NYPD officers cleaned the debris, assisted by the Avengers. "Put it over there Hank!" Spider-Man yelled, leading the whole effort. "Wonder Man, Black Widow, you two check that building over there! Cap, you and Beast look through the buildings on the south side. We need to make sure Fisk or his cronies didn't get away!" Carlie and Captain Watanabe watched the spectacle, impressed by how well Spider-Man was coordinating it.

"Damn Spider, you know how to make an impression." Carlie said. "First you lead a small strike team to take out Shadowland, and now you're coordinating the clean up? Why can't all guys be organized like you?" She said with a but of sarcasm.

"You're a riot, Detective. How're things going around the precinct?" Spider-Man said. "I would have stopped by sooner, but I've been busy."

"Pretty quiet, actually. We get the occasional mutant robber or wannabe Red Skull, but other than that, it's pretty silent." Yuri said.

"Captain! Spider-Man!" A member of CSU said. "We've got a body. You're gonna want to see this!" Spider-Man and Yuri exchanged a look, before walking over to where CSU was shifting through the rubble, a charred body being examined by the ME.

"What's the COD?" Yuri said.

"Hard to tell. Body's been burned to a crisp, not to mention all these broken bones, but those could have been caused by the rubble." The Medical Examiner said. "But if you ask me, the snapped neck is the cause of death, and the fire was to cover it up."

"Care to explain how you thought this was important?" Watanabe said.

"Because we ran the prints using one of those mobile fingerprint scanners the FBI sent over." The ME said. "Most of the prints were burned, but we managed to get a complete one from the thumb. And you'll never believe who it came up as." She showed the superhero and the police captain the scanner, causing their eyes to widen.

"The Kingpin…" Yuri gasped.

"Daredevil! Wolverine! Get over here now!" Spider-Man yelled, and soon the Man without fear and the best at what he does walked over to where Spider-Man was.

"What is it, Spider-Man?" Wolverine asked.

"Apparently, crispy here is supposed to be Kingpin." Spider-Man said, pointing at the body. "I want to see if those sniffers of yours can tell us anything different." Wolverine crouched down, sniffing the air.

"Hard to tell. There are too many accelerants, but I'm getting a faint aroma of fried chicken." Wolverine said. "Daredevil?"

"I'm afraid I'll have to agree with him. The fire makes identifying by scent impossible." Daredevil said.

"Well, the fingerprints say it's Wilson Fisk, but I think you'll understand if I have my doubts." Spider-Man said. "He survives attempts to take him down from me, Daredevil, Cap, Punisher, Heroes For Hire, even SHIELD…only to die in a fire? I don't know, maybe I was just expecting something more…climatic."

"Well, they can't all be grand final battles." Yuri said. "I know a few people at the DA's office who'll be glad we don't have to spend money holding a trial for him."

"Hmmmm. Logan, do you still have connections in Japan?" Spider-Man asked his mutant teammate.

"Yeah. You want me to put out feelers in case the Hand shows up?" The mutant said.

"It couldn't hurt." Spider-Man said. "What about Hobgoblin?"

"We haven't found either him or his body." CSU said. "He probably escaped."

"He must have gone through the sewers. I had Spider Bots covering every possible exit." Spider-Man said.

"Why didn't you put any in the sewers?" Daredevil asked.

"All that concrete and lead interferes with the signal. Makes images spotty at best." The wall crawler explained, before yawning. "Well, sorry, but I'm going to have to hit the sack. Think you guys can take things from here?"

"Kid, I've been leading construction efforts since before you're grandpa was born." Wolverine said, and Spider-Man nodded before swinging away, unaware of Carlie watching him.

'I don't know how, but I know that GeneWeb is connected to you, Peter.' She thought. Over the past two months, she'd hit a wall in her investigation, finding no information about Gregory Mendel where he supposedly grew up, and had managed to track the finances of GeneWeb to a Swiss bank account, but she hadn't progressed any further. Unknown to her, she was being watched by a bird that had a camera for an eye.

Phil Ulrich's Apartment

Phil sighed looking at the check in his hands. "I'm lucky Robbie cut me a big check for the Shadowland footage." He said. "Between rent, Tinkerer, and Kingsley, I won't have any left over." His laptop started to ring, showing 'encrypted caller.' Phil sighed, before clicking answer, and the scree filled with the face of the original Hobgoblin, Roderick Kingsley.

"What's going on, kid?" Kingsley asked. "You're late on your late on your monthly fee. Care to tell me what that's about?"

"I don't know if you've seen the news, but my main source of income just bought it. Plus, I need to keep my equipment maintained." Phil said. "Look, I'll get you your money. You just have to be patient!"

"Listen, Phil, you've got potential. A lot of it. I mean, not everyone can come out alive from their first encounter with Venom." Kingsley stated, referring to when Hobgoblin had attacked a transport carrying Human Fly, coming into conflict with Agent Venom. "But I've got a lot of guys who would kill to be the new Hobgoblin. And if you can't pay your fee? Well, I haven't forgotten what you did to my brother." The way he said it made Phil gulp, suddenly regretting killing Daniel Kingsley and becoming the Hobgoblin that day.

"With Kingpin feeding the worms, I've only got one job, and they don't pay half as well as Kingpin. How am I supposed to get the money for you?" Ulrich asked.

"Are you serious? You're a supervillain! Rob a bank, attack a charity banquet , hell hold up a goddamn gas station!" The original Green Goblin knockoff said. "Because if you're going to balance the books, you're going to need to pay some interest."

Two Days Later, Spider Island II

Mary Jane whistled as she took in the massive facility. "Damn. Can't believe that Jolly Jonah gave you this."

"Me neither. I just got finished setting everything up." Peter said. Today was the first free day Mary Jane had had in weeks, and he was showing her around his completed superhero headquarters. "Reed, Franklin, and Bentley helped me set up a lot of the equipment, and we're going to begin converting the cell blocks to labs soon, in case Horizon needs to use them."

"So if Horizon ever uses this place, isn't it going to seem suspicious that Spider-Man donates his headquarters to them?" MJ asked.

"At the very least, I'll have to come clean with Max and my other 'Lucky Seven', but I don't think it'll be a problem." Peter said, and his phone made a honking noise.

"Why do you assign certain ringtones to specific people?" MJ asked.

"It's better than called ID." Peter said as he reached into his pocket.

"So what's mine?" MJ Asked.

"A tiger, followed by the noise a slot machine makes when you get the jackpot." Peter said. "That time was the one that alerts me to news updates from the Bugle." He looked at his screen, and his jaw dropped. "What the actual frickity frack?!" He exclaimed.

"What? Did something happen?" MJ said, and Peter showed her his phone.

"Hobgoblin continues robbing spree." Peter read. "His latest victim is the First Bank of New York."

"So? How surprising is a supervillain robbing a bank?" MJ asked.

"Mary Jane, I have Spider Bots stationed outside every major bank in New York." Peter said, and tapped his chin. "Hobgoblin must have found some way to get around them, or else they would have alerted me or the Avengers."

"Relax, tiger. Maybe you're robots are on the fritz. Nothing's perfectly designed." MJ said. "Hobgoblin will slip up, and when he does, you'll be there to catch him."

"Thanks, Mary Jane. I just wish I knew HOW he did it." Peter said.

That Night, undisclosed location

Norman Osborn and a man wearing a purple cap walked through the dark alleyway towards a parked RV. "The Goblin Protocol is working exactly like it should." The man in the cap said. "Spider-Man's robots are unable to pick up Hobgoblin on their sensors."

"That idiot could ruin everything we've worked towards. I designed the Goblin Protocol to ignore our people, but that moron is taking too much advantage of it." Norman said. "He does this too much, and Spider-Man will begin to suspect that it's more than a simple software problem."

"What are we going to do?" The man asked as Norman began to put on his Goblin King costume.

"Tell the boys to lay low for a while. I'm temporarily deactivating the Protocol." Goblin King said. "It's time to get rid of the liability that is Hobgoblin."

The Next Day, Empire State University

"Well, Mr. Parker, you're certainly a surprise." Doctor Lamaze said. Lamaze had called Peter and Anna Maria to his office, and to say Peter was nervous was an understatement. In his experience, when refuses called students to their office, that usually meant they done f**ked up. "Despite having enrolled in my class at the beginning of the year, and your attendance fluctuating in recent weeks, your test scores make you one of the brightest to ever pass through these halls, and will be awarded a full credit."

"Thanks, Doctor. Your teachings, even in small doses, and Anna Maria's tutoring were critical to my time here." Peter said. 'Un-frickin-believable. Doctor Lamaze is nice and all, but I can't just sit here while that maniac runs around free to do whatever he wants.'

"Well, that means that the next time we see each other will be when you present your thesis to the board next month." Lamaze said.

"I'm looking forward to it." Peter said, and and Anna Maria exited the building. "Dead God that was boring!"

"Hey, you should know that college isn't all parties and football games." Anna Maria said.

"At least after today I'll only have to come back once." Peter said. "Say, what are your plans after you present your thesis?"

"I'm not sure. I was thinking about going to a government research lab, but since mutants have started popping back up, I'm sure they'll have us trying to cure mutancy." Anna Maria said.

"Why not Horizon?" Peter said. "If you want, I can call Max Modell and put in a good word for you."

"That'd be awesome." Anna Maria said.

"Here, let me call him and I'll…where's my phone?" Peter said, patting his pockets.

"I picked your pocket." Anna Maria said. "I didn't want it to go off and land you in trouble, and you know how Lamaze gets when someone's phone goes off when he's talking." She handed him his phone, and to Peter's shock there was a black spider emblem on the screen.

"Anna Maria, how long has that been ringing?" He asked.

"About five minutes. Why?" She asked.

"It's…my friend. He's a huge Spider-Man fan." Peter said. That icon was what assigned his spider bots, and he had programmed them to alert him when the Hobgoblin showed up again.

141st and Lex

Hobgoblin flew threw the air, a bag of money in each hand. "Alright, so far so good. No superheroes, no cops, not even a pigeon! At this rate, I'll be able to pay off Kingsley in no time, and I'm good as gold!" Unknown to him, Tiberius Stone was watching on a tablet from a nearby rooftop.

"Not if I have anything to say about it." The former Horizon Labs scientist said. "Oh, look who's here. It's about time. This has been going on for days…where have you been web head?"

Hobgoblin sailed above the rooftops, when Spider-Man crashed into him. "Good to see ya again Hobby!" Spider-Man said as he landed on Hobgoblin's back, attempting to steer him. "You've got to tell me how you avoided my cameras. You could make a killing selling your methods to celebrities." Hobgoblin did a barrel roll, causing Spider-Man to fall off and start chasing him with his webbing.

"Why do you have to always ruin everything I do?!" Hobgoblin yelled. "I had everything! A high paying job, a beautiful girl, and the admiration of my friends and family, and then YOU march in there with your Avengers and f**k things up!" Hobgoblin reached for his sword, powering up the flaming blade. He swung the sword, and Spider-Man, who was in mid-air, was unable to dodge. However, just as the sword reached his neck, the sword fizzled out. "What the-?! I thought Tinkerer charged this thing to last a full week!"

"Oops. Wonder how that happened." Tiberius said. On his tablet was displays showing readouts of Hobgoblin's wings, swords, and pumpkin bombs, and each had a 'deactivate' button on it. Back at the fight, Hobgoblin dropped his sword as Spider-Man scratched him with his claws, injecting several micro tracers.

"Screw this!" Hobgoblin said, and threw a smoke bomb. When it cleared, Spider-Man saw that there was no Goblin to be seen.

"Oh Hobby, come out come out wherever you are!" Spider-Man said, following his microtracers signal, finding Hobgoblin's armor and gear on a balcony. "Ah, the old strip-n-run. Seeing as how there aren't any naked Goblins running around, my guess is he's in civilian clothes." Spider-Man said aloud. "Let's see, cross referencing tracer signal with surrounding phone GPS's in the area, and-oh god no."

Daily Bugle Offices

"Robbie!" Phil yelled as he burst through the doors, a memory card in his hand. "Robbie! Where the hell are you?! I've got Hobgoblin footage for you!"

"Phil? What's going on?" Norah asked.

"Where's Robbie? I need to give this to Robbie!" Phil yelled, becoming almost hysterical.

"Phil, what's gotten into you? Ulrich, restrain your nephew!" Robbie yelled. Outside the Bugle's window, Spider-Man listened to the whole ordeal, and had his head bowed.

"Phil…Ulrich…dammit all to hell. Why'd it have to be him?" Spider-Man said, and crawled in through the window. Tiberius was listening as well, and grinned.

"Well this is just perfect!" He said, and first hacked into the Bugle's webcams, then into the city's news feed.

"Spider-Man? What are you doing here?" Ben Ulrich asked.

"Hey, Ben. Man, I can't believe I haven't been in the Bugle's new offices yet." Spider-Man half lied. As Peter Parker, he worked here when it was still Front Line, but Spider-Man had never been inside yet. "But I wish to god I was just here for a social visit."

"Why are you here?" Norah asked, and noticed Phil started sweating bullets.

"For the past three days, Hobgoblin has been on a crime spree. Somehow, he circumvented my cameras, until today. We fought, and I managed to plant some microtracers on him. I tracked him here." Spider-Man let that hang in the air for a second, before looking at Phil Ulrich. "The signal is coming from him." The reactions among the Bugle staff was varied. Most gasped, Robbie's jaw dropped, Norah took a step back, but Ben's look of heartbreak and betrayal took the cake.

"I don't want one word of this leaving here." Robbie said. "First person to tweet, post, share, or comment about this grits fired."

"Uh, boss?" One employee said, pointing at his computer. "I think it's a little too late for that." Everyone looked to see that there was a live feed of the scene inside the Bugle. "It's on every news site, from the Times to TMZ."

"I'm picking up a signal, and I could crack it, but I need time." Spider-Man said.

"Can we focus on why you're here?" Phil said. "There's no way I can be the Hobgoblin. After all, I'm just a-"

"No." Norah said. "It all makes sense now. The late nights, the exclusives, the expensive restaurants, the fancy clothing…it all makes sense. I've had my suspicions for a while, but I didn't want to think it was true." The ace reporter said. "Phil, look me straight in the eye, and say one thing: I'm not the Hobgoblin."

"Norah, I hate to be that guy, but the signal is coming from his body. Specifically those scratches on his face." Spider-Man said, and Phil started chuckling.

"Wow, you really are the worlds greatest detective! Would a little physical aid suffice?" Phil said as he pulled out his fire sword, and grabbed Norah, holding the blade to her throat. "There, y'see? I really AM the Hobgoblin. Want me to prove it? After all, nothing says Goblin like a dead blonde!" Norah stomped on Phil's foot, before punching him in the face.

"Ulrich you dick! You drink my last beer, make me watch Expendables 2, and now this?! We are so done!" Norah said, and Phil spit out a little blood, before he started chuckling.

"Oh crap. Everyone run!" Spider-Man yelled.

"Yeah, you would say that." Phil said, before unleashing his Goblin Laugh, causing several windows and screens to crack. "You're protected from my laugh, but what about the others? They're not so-"

"Yearghhhh!" Ben yelled, blood leaking from his ears and nose, making Phil stop.

"Uncle Ben?" The goblin said, and Spider-Man leapt in front of his uncle.

"Micro-tracers: detonate." Spider-Man said, and Phil screamed in pain as several microscopic trackers detonated under his skin, causing him to scream in pain. "Sorry I went and blew your chance at the Big Time, but a funny guy like you? You'll be a bomb in prison." The wall crawler said as he tackled Ulrich out of the window, and in front of the waiting cameras of the mass media and waiting police officers.

"Oh god…it's everywhere." Phil said as he looked at a nearby screen.

"Give up, Ulrich." Spider-Man said. "There are armed police officers with their guns trained on you, not to mention me." Ben walked up to Phil.

"Please, Phil, just give up. There's no point in making things worse for yourself." Ben said. Phil's muscles tensed like he was ready to attack, before dropping to his knees. Cops came up and placed handcuffs and a special power reducing collar on him, and Spider-Man looked at Ben.

"I'm sorry it had to turn out this way, Ben. Believe me, if there was any other way to have handled this, I would have." Spider-Man said.

"I know, Spider-Man." Ben said, watching as cops loaded his nephew into a transport.

Tiberius Stone's secret Lair

"Perfect!" Ty said as he watched the whole ordeal. "Alright, that takes care of activity number one!" He said, and looked at the rest of his list. "Up next: ruin Horizon!" He said, opening a file on his computerlabelled 'Alchemax.'

That Evening, Jersey-Holland Tunnel

"-all I'm saying is that it's ridiculous. It was way easier to just drop these freaks off at the Raft and be done." A transport driver said as he sped along through the Jersey-Holland Tunnel.

"That was the point. It was easier for them to breakout too. Just a quick swim across the pond, and they'd be back in the city." His passenger said.

"Well yeah, but now we have to put up with these freaks in the back for longer." The driver said, pointing to the back. Inside were Phil Ulrich, Jack O'Lantern, and a young man with brown hair and eyes who bore a startling resemblance to Norman Osborn.

"So, Ozzie Jr, care to tell us what you're here for?" Jack said, and the man sneered.

"Shut up, lantern. My name is Gabriel Stacy, and trust me when I say I will-" Gabriel started to say, when something began ripping a hole in the roof.

"What the-?!" Phil exclaimed, and the ceiling parted to reveal Menace, her golden horns gleaming in the golden sunset. "Oh god, are you with Kingsley? Tell him I'll get him his money somehow, I promise!"

"Stop your sniveling, whelp. Kingsley is old news. Sign up with the Goblin King, you will not have to worry about him." Menace said, and turned to Gabriel, before kneeling. "My Prince. Your father, the Goblin King, has requested your assistance with his endeavors to destroy the Spider."

"My father?" Gabriel said in disbelief. "I accept his summons."

"Can I come too?" Jack asked. "Just point me at a target, and I'll kill whoever you want. No questions asked."

"You are Jack O'Lantern, Crime Master's lapdog. Will you pledge your allegiance to the Goblin King and only the King?" Menace asked.

"Lady, as long as I get to kill, I'm in." Jack said, and Menace grinned.

"Very well then."

Goblin Underground

Phil, Jack, and Gabriel were waiting in a room filled with TV's, and Phil watched a news screen with the Bugle on it. "…in other news, Norah Winters, known for her exposes on Goblin culture, was laid off from the Daily Bugle this morning due to her romantic involvement with Phil Ulrich, who was exposed by unnamed sources as the Hobgoblin. Ulrich was instantly found guilty on several felonies, including murder, arson, extortion, theft, and blackmail, but escaped while in transit to New Jersey state Prison. Mayor Jameson and Ben Ulrich refused to comment." The newscast said, and Phil looked at the ground. Gabriel put his hand on Phil's shoulder.

"Don't despair, Phil. You've left that life behind. Now, all that is left is the Goblin within." Gabriel said, and Phil noticed Gabriel's new get up. He was now dressed in a grey version of the Green Goblin's costume, minus the mask, and Jack O'Lantern was wearing an updated version of the costume he wore before he was captured by Venom.

"How come I'm the only one without any fancy new duds?" He asked, and Menace came in, carrying a box.

"Put these on." She ordered, and Phil obeyed. When he was fully dressed, he was wearing silver armor with pumpkin shaped shoulder plates, orange boots, and a hood over his Goblin like mask, and all three were kneeling before Goblin King.

"Gabriel, my son, from this moment, you are not only the Grey Goblin, but also the Goblin Prince." Goblin King said. "Rise, and take your place at my side."

"Yes, father." Grey Goblin said, and stood next to his father.

"Jack O'Lantern, there is no title that fits you other than the one you have taken. Rise, and stand next to my son." Goblin King said.

"Whatever. You're the boss." Jack said as he stood next to Grey Goblin.

"Phil Ulrich, you have used the Hobgoblin identity to further your own goals. Tell me, in exchange for me giving you your life, what will you give me?" Norman said.

"The spider. I will give you the spider." Phil said.

"Very good. Hobgoblin is dead, buried in the ashes of Shadowland. Rise, my Goblin Knight!" Goblin King said.

Epilogue 1

Carlie Cooper sat in her apartment, looking at what little evidence on GeneWeb she had gathered. "Still nothing. What the hell are these people?" She said out loud, when she noticed an orange dust coming in through her windows.

"Something that's way above your head." A voice said , and her vision started to cloud as her lungs burned.

"Be careful not to get too carried away, Carrion." Through her faint vision, Carlie saw a yellow skinned man with an bio face and a purple hood, and a man with green fur who resembled a jackal. "After all, we don't want our newest test subject to get too banged up." Miles Warren said.

Epilogue II

One Week Later, Jean Grey School for Higher Education

"And stay out!" Wolverine said as he kicked out a man who looked exactly like Peter Parker, and a young Hispanic girl.

"Jeez, don't thank me for helping you out with the Assassin's Guild or anything!" Kaine, the first clone of Peter Parker, said as he and Aracely, his sidekick/adopted sister, dusted off their clothes.

"Listen, Kaine, I appreciate you helping me out with that, but you jammed a stinger in my chest. I don't know if you've ever had to regrow a heart, but it hurts. A LOT." Wolverine said. "Look, I get the feeling that if we had met under different circumstances, we would have gotten along great, but if I ever smell you anywhere near here, I'll gut ya like a fish." With that, Logan slammed the door shut.

"He didn't mean it." Aracely said. "I talked to Beast and Rockslide, and they say he's nice once you work past the gruff exterior."

"Wonderful." Kaine grumbled, and the two walked towards a taxi Logan had called for them.

"So are we going back to Houston? I hope not. I really wanted to see New York." Aracely said.

"Don't worry, Aracely. We're not going back just yet." Kaine said as they got in the taxi. "There's someone in New York I need to see. I think you'll find him pretty amazing."

A/N: and thus, the Grey Goblin and Jack O'Lantern have joined the Goblin Underground. Jackal and Carrion have kidnapped Carlie, and Kaine and Aracely are headed to New York for a meeting with Peter Parker. Fists will fly, cars will explode, and a new ally rises in the first part of this arc.

Next time: Sibling Rivalry Part One: Family Reunion


	11. Chapter 10: Sibling Rivalry Part 1

Chapter 10: Sibling Rivalry Part 1: Family Reunion

A/N: here we go, the tenth chapter! This combines Superior Spider-Man team-up 2 and Scarlet Spider 20. This one is probably the one I've been looking forwards to the most, and you'll see why later this chapter. Enjoy!

Carlie awoke to a room with dim lighting, Miles Warren's deranged face looking at her. "Good morning, Detective! Or is it evening? Oh I can't tell down here!" Jackal said. "Tell me, how has your week at Casa Warren been?"

"Gonna…kill…" Carlie tried to say, but she barely had enough energy to keep her eyes open, weak from injections Miles had given her over the past week.

"Oh trust me my dear, you will. Just not me." Warren said. "Tell me, how does killing Peter Parker sound?" He said, and injected her with the contents of a syringe labeled 'AV MK 2', causing Carlie to immediately scream in pain as a white ooze began coming out of her mouth, eyes, nose, and other pores.

Peter Parker's Tribecca Apartment

Peter and Mary Jane entered the apartment, their lips locked in an embrace that usually promised NSFW activities. Peter shut the door while reaching for the zipper to Mary Jane's jacket, when someone cleared their throat.

"Sheesh, I forgot how often you two were all over each other." A voice that sounded exactly like Peter's, except maybe a little more gruff, said. Peter and MJ separated as Peter readied his web shooters, prepared to fight whatever costumed crazy had broken into his apartment, when he saw the speaker, a man hanging from the ceiling on a web in a red and black Spider-Man costume.

"Kaine." Peter stated. "Or should I call you Scarlet Spider?"

"Kaine? As in the crazy clone who tried to kill you multiple times?" Mary Jane said, and Kaine nodded, hopping off the ceiling and removing his mask.

"Hello, Peter." Kaine said. "Sorry for dropping by unannounced, but I wanted to see you before we went back to Houston."

"We?" Peter asked, when he heard the toilet flush in the bathroom, followed by Aracely exiting.

"Kaine? Why are there two of you?" She asked.

"Kaine, who is this?" Peter asked.

"Aracely, this is Peter Parker. Peter, meet Aracely." Kaine said. "I guess you could say that he's my…brother, more or less."

"That's awesome! What was Kaine like growing up? Was he always this grumpy? Since he has spider powers, does that mean your Spider-Man? How did you get your powers? How do you make your webbing?" Aracely asked, stunning Peter with how fast the questions came out of the Mexican girl.

"Well, since Kaine here seems to trust you, yes, I am Spider-Man. I make my webs using a special formula I made when I first became Spider-Man." Peter explained. "As for the first two questions, well…"

"Aracely, the reason me and Peter both have Spider Powers and look exactly alike is because I'm his clone." Kaine said. "I'm sorry I didn't tell you earlier, but the whole thing sounds kinda crazy when you say it out loud."

"It's ok, Kaine. I can sense that it makes you really sad when you think about." Aracely said, and Kaine noticed Peter and MJ's confused looks.

"She does that sometimes." Kaine said.

"So, Aracely, care to tell us how you met Kaine?" MJ asked.

"He saved me from some bad people." She said.

"Human traffickers from Mexico. She was the only one I could save, and even then it was barely." Kaine explained. "Someone who worked with the traffickers came after her, and I decided she would be better protected with me." He left it at that, but sent Peter a look that said he would explain more later.

"So, what're things like in Houston?" Mary Jane asked.

"Pretty quiet compared to New York. The most supervillain I got in the past week was the Armadillo, and he only acted up because he was drunk." Kaine said.

"He was sad because his girlfriend broke up with him. But they got back together, and Kaine rode a bull!" Aracely said.

"It was the fastest way in. Swear to god." Kaine said.

"Look, I get the feeling you two have a lot to talk about. Aracely, how about I show you New York at Night?" Mary Jane said.

"Oh! Can I Kaine? Pleeeeeease?" The young Mexican girl pleaded.

"Go ahead." Kaine said. "Mary Jane, there are a few things I should warn you about…"

30 Minutes Later

"Waste these fools!" Hammerhead said, firing twin submachine guns as he and his gang engaged what looked like the White Dragon and his gang. That wouldn't appear unusual, if Hammerhead didn't know for a fact that White Dragon was one of the casualties of the fight between Mister Negative's gang and the Hood's supervillain crime syndicate a while back while Osborn was still America's Top Cop. "So what are you? One of Kingsley's little flunkies?" Hammerhead said as he headbutted one of White Dragon's henchman, instantly killing him.

"It doesn't matter. What DOES matter is that I'm gonna take all your territory and mount your fat head on my wall!" White Dragon said, when webbing covered his face.

"Spider-Man?!" Hammerhead said, and aimed his gun upwards, only to see not only the Web Head, but also the Scarlet Spider descending from the air.

"Not just me, Hammie. Meet my brother, Scarlet Spider. Together, we are the Spectacular Spider-Siblings!" Spider-Man said as he kicked two thugs in the face, before backflipping over a crowbar swing.

"Never call us that AGAIN or I will end you. Very slowly and painfully." Scarlet Spider said as he took the legs out from underneath one thug, before extending his stingers and lightly pricking the neck of two. Instantly, their bodies went numb, and they fell over unconscious.

"It'll catch on. Just you watch." Spider-Man said as he webbed two together, and White Dragon ripped the webbing off his face.

"I'm gonna- yearghhhhh!" White Dragon said, having yanked off a few patches of skin with the web.

"They can fix that, right?" Scarlet Spider said as he broke the arm of one, before cracking three ribs in another.

"I think they can using skin grafts. I'm studying to be a different kind of doctor." Spider-Man said.

"You're getting your doctorate?" Scarlet Spider asked as he grabbed the wrist of a man with a knife.

"Yup. All I have left is to write a thesis, and I'll be Dr. Spider-Man." The wall crawler said, before leaping over a headbut from Hammerhead.

"You're both gonna need a doctor when I'm done with ya!" Hammerhead yelled, and began trying to headbut Scarlet Spider, who dodged each attempt.

"Does this guy always sound like something out of those old monster movies?" Scarlet Spider asked as he ducked Hammerhead's attacked.

"All the time. It's kinda distracting actually." Spider-Man said as his clone delivered an uppercut to Hammerhead's jaw, sending him flying. Scarlet Spider jumped up, webbed the mobster to the wall, and landed next to Spider-Man.

"Nice takedown." The original web slinger said.

"Thank you. I've been practicing." Scarlet Spider said, and the two swung away.

"So, tell me about all the crazy adventures you've had since you left." Spider-Man said as he let go of his web, performing a backflip before firing another webline.

"Can we do this without the swinging? I can barely hear you over the wind!" Kaine yelled, and the two spider powered beings touched down on a building overlooking an apartment complex.

"Sorry. It's been so long since I've had to talk to another web swinger." Spider-Man said, and once he made sure the coast was clear, removed his mask. "So, amaze me with the crazy adventures of Kaine."

"Like I said earlier, not a lot happens in Houston." Kaine said as he removed his mask. "After I took in Aracely, someone recognized me from…before." Kaine was referring to the days when his cellular degeneration plagued him, and he worked as an assassin for hire.

"Who was it?" Peter asked.

"The Assassin's Guild. I stole one of their contracts a while back." Kaine said. "Long story short, I managed to make a deal to get them to stay out of Houston. Then, about a week later…" and so Kaine told Peter of how he worked with the Rangers against Roxxon, fought Carnage in the Microverse with the new Venom, died fighting against the wolves, and how he came back as the Other.

"Damn. 'Quiet' my ass." Peter said. "Sounds like you've had an interesting few months. I have to ask: why are you in New York?"

"Well, remember how I made a deal with the Assassin's Guild?" Kaine said. "The deal was that I would carry out a contract one day, no questions asked, and kill whoever they wanted me too in exchange for them staying the hell out of Houston."

"You actually agreed to kill for them?" Peter asked in disbelief. Kaine had told him his days as a monster were over, yet here he was at the Assassin's Guild beck and call?

"Relax, Peter. I didn't kill anyone innocent." Kaine said, and Peter noticed how he said 'innocent.' "I believe you're familiar with Wolverine?"

"Wait-they had you try to kill Wolverine?" Peter asked. "You didn't actually find a way to kill him, did you?

"I turned it around on them. Me and Wolverine went to their headquarters and ripped them a new one." Kaine explained. "By the way, you may want to stay out of Louisiana for a while. But let me ask you something, Peter: what happened to you?" This question confused Peter.

"What do you mean?" He inquired.

"Since Octavius died, you've gone through two costumes, created all sorts of new tech, and even have your own headquarters now." Kaine said. "What's with all the overhaul?"

"It's Octavius. With his last day getting closer and closer, he was faced with his own morality, but naturally, his ego wasn't so content to just die. So, in order to keep his legacy going, he used a device to switch bodies with me." Peter said, and Kaine's jaw dropped, before he clenched his fists.

"That motherf**ker! He should have stayed f**king dead the first time I killed him!" He yelled.

"Easy, Kaine. Obviously the switch didn't work, or this meeting would be a LOT more hostile." Peter said, and Kaine calmed down. "When I switched us back, he made me promise him something: live with no regrets, and become the Superior Spider-Man. Since then, I've gotten back with Mary Jane, stopped the Sinister Six, Vulture, and Electro, and took down Shadowland. Of course, everything hasn't been a complete success." Peter said, remembering his killing of Massacre and subsequent beating of Screwball and Jester, prompting the two month long disappearance of Spider-Man.

"What do you think Ben would say if he was here right now?" Kane said, slightly laughing. "His source material fulfilling a promise he made to his worst enemy, and his insane fellow clone trying to live up to his name."

"I think he'd congratulate us on a job well done." Peter said, when his phone began to vibrate. He pulled it out of the spider-emblem on his back, and saw that the caller was an unknown number. "Hold on. I need to take this. Probably just a telemarketer." He said as he answered the phone.

"Spider-Man?" The voice of Yuri Watanabe said on the other end. "It's captain Watanabe. I found this number in Carlie's address book."

"Hey, Captain. Why're you snooping in her address boom?" Peter asked, worried that Yuri had deduced the true nature of Spider-Man and Carlie's relationship.

"Because no one's heard from her in a week." Yuri said. "I've tried her cell, her home phone, I even checked with the brass to see it she was working with another department. We tried pinging her phone, but it's either broken or turned off. You and I both know that staying off the grid isn't something she would normally do, and I'm worried that, given the nature of our investigations-"

"That a superhuman she arrested may have gotten revenge." Peter said, masking the worry in his voice. "Alright, I'll swing by her place and see if anything's out if place." He hung up, and looked at Kaine. "I think we may be busy tonight."

15 minutes later, Carlie Cooper's Apartment building

Spider-Man and Scarlet Spider landed on the side of the building, and Spider-Man noticed that the window leading into Carlie's apartment was open. "Something's wrong. Carlie never keeps the window open this time of year." Spider-Man said, and Scarlet Spider poked his head in, before making gagging noises.

"Goddamn that's rank!" The clone said, and the two spider powered heroes entered the apartment, and what smelled like the odors a dead boy emits when it decomposes filled the air.

"Oh god…" Spider-Man said, and began to search all over the apartment. "Carlie! Carlie, it's Peter. Where are you?!"

"Peter, relax." Kaine said, and sniffed the air. "This smell isn't so much as a corpse in here, but more lingering, like one of those air fresheners they put in cars. Besides, from what I know of her, Carlie's a tough girl. No way she'd let someone kill her in her own apartment."

"So how do you explain the smell?" Peter asked."they could have moved her, and-"

"If she was killed in here and immediately moved, then there wouldn't be a smell like this. As for what caused it…I'm as lost as you are." Kaine said.

"How do you know so much about the smell a dead body makes?" Peter asked.

"I picked up a few things in my previous line of work." Kaine said, and changed the subject before he could reminisce about past kills. "Peter, you know her a lot better than me. If she was attacked, do you have any idea where she could have gone?"

"Not that I know of." Peter said, before remembering something that happened a few weeks ago. "But I may know who does."

Avengers Tower

Spider-Woman and Captain America sat across from each other, a chess set in between them. Sweat covered Spider-Woman's forehead, ignoring the eyes of Hawkeye, Captain Marvel, Hyperion, Hulk, Iron Man, and Thor on her, while Captain America sat with a relaxed expression. "Go on Jess. It's your move." The super soldier said, slight arrogance in his tone.

"C'mon Babe, you can do it!" Hawkeye cheered for his girlfriend.

"Go on Jess. We believe in you!" Carol said.

"Shut up!" Spider-Woman said, suddenly regretting challenging Captain America to chess. No one-Iron Man, Wolverine, Cyclops, Scarlet Witch, Beast, Thor, even Black Widow- had ever been able to defeat Cap in chess, with the exception of Reed Richards, but it was such a close call that the Internet still spoke about it in hushed tones. "I need to focus."

"What…is this?" What sounded like a more gruff Spider-Man said, and everyone glanced back expecting to see their wall crawling teammate, but were shocked to see Scarlet Spider standing there with him.

"Ah, I forgot tonight was the monthly Challenge Cap to Chess night." Spider-Man said, before shuddering. "I still have nightmares about when it was my turn."

"Spider-Man, care to introduce us to your friend?" Hawkeye said.

"Right. Guys, this is Kaine. Kaine, these are the Avengers." Spider-Man said, before heading to his quarters in the tower. He didn't stay here often, only at times like whenever his apartment gets fumigated, or for a few minutes of shut eye whenever he had to pull monitor duty. He only kept one thing here: a cell phone that was registered to no one, no internet capabilities, and only one blocked number. This number belonged to someone he had only spoken to once, and told Spider-Man that if he ever needed info, to call them. 'Please, let me be able to find her.' Peter thought as he hit the call button, and it rang a few times.

"Hello?" The filtered voice said.

"It's me. You told me that if I ever needed intel, you were the one to call. Well, that's exactly what I need right now." Peter said.

"What do you need to know?" The voice said.

"I need to know the location of Detective Carlie Cooper. She's been missing for about a week, and no ones been able to find her." Spider-Man said. "You told me the people you work for are very resourceful. Please, I'm begging you…help me find her."

"Alright. I'll see what I can do. It'll take about a minute for my people's techs to track her phone, longer if it's turned off or broken. Expect coordinates to be sent to your Spider Bots soon." The voice said, before hanging up. Peter placed the phone on his bed, before walking back to the rec room, where Kaine was sitting on the wall talking to Hawkeye and Hulk.

"So you're saying that no one, except Reed Richards, has been able to beat Flag Boy at chess?" Scarlet Spider asked.

"That's right. Not even Banner could beat him." Hulk said.

"Do you see that head?" Hawkeye said. "That is the head that comes up with strategies that have kept us alive against all kinds of freaky s**t over the years." Everyone watched as Jessica moved her knight, but she realized that once she finished moving it she had left her King wide open.

"S**t!" She exclaimed, and Captain America used his Queen to take her King.

"Checkmate." He said, and Jess fell back in her chair, defeated. "You did your best, Jessica. So, Kaine, I take it you're that Scarlet Spider I've heard about in Houston?"

"The one and only." Kaine said.

"So, Peter, is something wrong? You only head to your quarters if something's up with your place, and the first time you drop by here since Shadowland fell, you bring your clone. Is something the matter?" Captain Marvel said.

"It's…it's Carlie, guys. She's gone missing." Peter said. "She may not be my girlfriend anymore, but she's still one of my closest friends, and I WILL find her. I've got a contact, I guess. Don't know who it is, but I've got a few suspicions. They're helping me and Kaine find her."

"Do you know anything about them? Who they are, what they want, or who they work for?" Hawkeye asked.

"They know I'm Spider-Man, which means that at some point, they've either deduced it, I revealed it to them, or someone else did." Peter said. "And they said I saved them and their brother once, so I doubt they'll do anything."

"Still, be careful, my friend. The trickery of those we fight is endless." Thor said, when Spider-Man's gauntlets beeped. He checked them, then looked at Kaine. "We've got a location. Let's go."

Abandoned Warehouse, New York Harbor

Scarlet Spider and Spider-Man swung in through a hole in the ceiling, and they saw Carlie's cell phone laying in the middle of the floor. "Hey Kaine, you ever get this little buzzing in the back of your head?" Spider-Man asked.

"No, I don't. Seems I lost that power when I was reborn. But I know what you mean." Kaine said.

"Well, remember in Return of the Jedi when they attacked the Death Star? Right now, I've got a little Admiral Ackbar in my head saying-" the two Spider-Men leapt out of the way just as a blast of red slammed the ground. "-it's a trap!" Two creatures resembling humanoid spiders fell through the ceiling, each attacking a different Spider. Spider-Man's shot red energy from its eyes, while Kaine's had some sort of bone claws coming from its knuckles.

"Great. I get to fight Spider-Wolverine the day after I got my ass kicked by the original. Fan-tucking-fastic." Scarlet Spider said as he extended his stingers and Spider-Man activated his mechanical legs.

'Wait a minute, those claws do look an awful lot like Logan's. And those eye beams are a lot like Cyclops'. It's almost as if someone took them and have them an ex…tra…' Spider-Man thought, mentally slapping himself for not realizing it sooner. "Spider Humanoids with mutant powers…he is really running out of ideas!" Spider-Man said as he used his legs to keep the creature pinned as Kaine grabbed his creature's face, flesh sizzling as he applied his mark.

"Who is running out if ideas?" Scarlet Spider said as he extended a stinger and rammed it through the head of the creature Peter was holding, and they swung out of the building, where several more of the creatures were waiting.

"Everyone's favorite mad geneticist, Miles Warren himself." Spider-Man said as he leapt over lighting bolts from one, kicking another in the face.

"I hate that guy. I really f**king hate him. How do you know this is his dirty work?" Scarlet Spider said as he used his webbing to blind two creatures, before uppercutting one in the chin.

"A few months back, I fought a giant spider creature with the X-Men that turned into a Gwen Stacy clone." Spider-Man said as he slashed two with his claws.

"Wonderful. This is why I don't come here often." The clone said as he snapped one's neck, only for another to teleport behind him and kick him in the back, sending Kaine flying. As if things weren't unpleasant enough, Spider-Man's spider sense went off, and a burning sensation filled his lungs.

"*cough* Carrion!" Peter said, and looked to see that Carrion was indeed standing on a nearby crate, the Jackal right beside him.

"Easy, Peter! No hello for your old teacher?" Jackal said, when Kaine threw a Man-Spider at him.

"Warren! I'm not going to let you put anyone else what I went through!" Scarlet Spider yelled, and leapt at Warren, but cried out in pain as some sort of blast hit him, knocking him unconscious.

"Kaine!" Spider-Man yelled, and was about to face his 'brother's' attacker, when a bright flash knocked him down.

"Hello Peter." A female voice Peter knew all too well said, and when his vision cleared, he saw Gwen Stacy, holding some sort of rifle while standing next to a Miles Warren clone.

"Gwen…" Peter said, and tried to stand, only to find he was rapidly losing conscious.

"I'm sorry Peter. I truly am." The Gwen clone said, and that was the last thing Peter saw before blackness swallowed his vision.

Sometime Later

"Wake up!" A man with scars all over his body opened his eyes, seeing a man with a grey mustache looking at him through some sort of greenish-yellow liquid. "Wake up, you pathetic excuse for a facsimile!" The man with the mustache said, and the man with the scars turned to see a blonde woman looking at him.

"Wake up, Kaine." The woman said, and scars rapidly began to cover her face. "WAKE UP!"

"Gah!" Kaine gasped as he jolted awake, but found he was bound by chains.

"Hello, Kaine." The Gwen clone said. "I'm sorry to see you here. We were all so happy when you escaped."

"Um, can I ask a question?" Peter asked, and Kaine noticed that both his and Peter's masks were removed. "Why the hell should we believe anything you say? After all, you did knock us out."

"I really am sorry about that. I didn't want to, but Miles made me do it. If it was up to me, I would have let you do whatever you want to him." 'Gwen' said. "I even would have let the police woman go."

"Police-? Do you mean Carlie?" Peter said, and started struggling against his bonds. "Where is she?! What did you do to her?!"

"Peter, calm down! It makes daddy so sad when his boys are unhappy." Jackal said as he entered the room they were held in. "Except when I plan for it. Ha ha!"

"Where's Carlie, Warren?" Kaine demanded.

"You really want to know? Alright. Detective Cooper, come on out!" Warren said, and Peter and Kaine heard large footsteps start to come closer. "You really shouldn't have distributed so much of that cure for my little 'spider flu', Peter. It was child's play to snatch a sample and reverse engineer it. Plus, I managed to take a few samples from your little star spangled friend with the shield, and combine that with someone who had not only been exposed to my spider virus, but also used to share toothbrushes with Spider-Man, and I made a new playmate for you. Introducing to the world the new Carlie Cooper, or as I like to call her-" a large humanoid creature with a white muscular, humanoid body with spikes on the shoulders, elbows, and legs, a black spider symbol that reached all around the torso, black markings around the face, red eyes, black teeth, and a black tongue. "-the Superior Anti-Venom!" Peter and Kaine's jaws dropped in horror, speechless at what Warren had created.

"What did you do to her?" Kaine said, and Jackal sighed.

"Kaine, I know you're not a good listener, but please, don't embarrass yourself." The mad doctor said. " it was easy to leave enough bread crumbs about 'GeneWeb,' then wait until she was alone. After that, I just had to swoop in and take her to my little cave. So what do you think? Did I do a good job?"

"Hellll…" what used to be Carlie said.

"That's right, Anti-Venom, you're going to send them straight to Hell!" Jackal said, and Peter looked at her red eyes.

"Peterrrrrr…Parkerrrrrr." Anti-Venom said.

"Miles, how are the nanites working? Do we have a good little symbiotic slave?" Jackal asked his clone.

"All's good on my end, sir. She's putting up little to no resistance." Warren said.

"Excellent. Anti-Venom, would you be a dear and put these two out of their misery?" Jackal said. "I think I may make another set. Who knows, maybe I'll get another Ben Reilly on the first go! Though maybe a little mental residing will be in order to get rid of their little youthful rebellion."

"They'll always fight you, Warren." Peter said. "It's something you'll never understand. As long as you keep making Peter Parkers, no matter what, they'll always do what's right. That's something hard wired into Parker DNA."

"I'll breed it out of them eventually. In the mean time, I'll make sure Mary Jane and your Aunt get some nice flowers, and I'll send a postcard to Kaine's little group of misfits. Though that Mexican girl that hangs around Kaine does seem like she'd be an interesting subject." Jackal said. "Anti-Venom, we should round her up as our next subject."

"Stay the f**k away from her Warren!" Kaine yelled, struggling against his bonds. "If you touch any of them, I swear to whatever God there is that I will rip you to f**king shreds!" As Kaine struggled, Peter couldn't help but notice that his voice started sounding more feral.

"Well, it seems like I've struck a nerve. Gwendolyn, would you be a dear and prepare a sedative for our poor old friend?" Jackal said. "It's useless, Kaine. I know you and Peter down to the last atom, and I calibrated those chains accordingly." As soon as he said that, Kaine broke free, a feral look in his eyes.

"Prey." He said, before his eyes returned to normal. "Believe it or not, you don't know everything about me, you sick twisted f**k."

"Oh dear, it seems I've miscalculated Kaine's bindings." Jackal said, and Kaine extended his stingers.

"Jackal, I might not deserve to live-" he rushed at Jackal. "-but you deserve to die!" Just as he was about to reach the mad doctor, Anti-Venom caught him with the back of it's hand, sending him flying.

"Excellent work, Anti-Venom. Now, if you'd be so kind as to rip out his beating heart and show it to him, that'd be fantastic!" Jackal said, and Anti-Venom marched over to Kaine.

'The Anti-Venom symbiote…if what I learned about while I was Tarantula is true, then that means she can cure any disease of impurity out there. Including the radioactive elements of Peter's blood.' Kaine thought as he leapt over a swing from Anti-Venom, and dodged a kick from the massive creature. 'I don't know if that'll work on me, since I'm a clone, but I'd rather not find out this way.' Kaine grabbed Anti-Venom's leg, and threw her into a few Man-Spiders.

"Kaine, Don't hurt her! The real Carlie's still in there, I know it!" Peter said.

"Tell her that! I'm not going to be a Scarlet Punching Bag for your ex!" Kaine said, and prepared himself as Anti-Venom stood up, only for an orange dust to cloud his vision.

"Let me in, Kaine." Carrion said, and fully dissolved into gas and entered Kaine's mind.

"Jokes on you, Carrion…" Kaine said. In his mind scale, Carrion went about settling into his new host, when what looked like a humanoid spider attacked him.

"PREY!" The Other hissed, and drove Carrion out with a claw to the face.

"…but my tenant doesn't like roommates." Kaine said as Carrion exited him, and Anti-Venom looked at Peter.

"Parkerrrrr…" it said, and stomped over to him.

"Fight it, Carlie! I know this isn't you, that it's all Warren making you do this." Peter said, and Peter noticed that its footsteps were becoming noticeably slower. "The Carlie Cooper I know is an amazing cop, and an even more amazing woman! She'd never go along with someone like Warren, even if he was controlling her!"

"It's useless, Peter. These are based off the kind of nanites Tony Stark used to control his Supervillains during your little 'Civil War', minus leaving their individuality intact." Jackal said. "Now, please kill him, my dear policewoman." Anti-Venom raised its claw, and brought it down over his head…

When it stopped an inch from his face.

"Peter…Parker…" Anti-Venom said.

"Yes dear, that's Peter Parker. We've covered that. Now kill him dead!" Jackal said.

"Spider-Man…hero…Avenger…friend." Anti-Venom said, before it's body started to writhe in tendrils.

"Jackal! The symbiote…it's rejecting the nanites!" Warren said, and Anti-Venom grabbed its head, tearing at the mask.

"Get…out!" Anti-Venom yelled, and Carlie's face became visible. "GET OUT OF MY HEAD!" Her suit exploded into a mass of tendrils, and when it subsided, there stood Carlie, clad in what looked like a female version of Spider-Man's Future Foundation costume, minus the black markings on the side, and her head had two red lenses and black markings around the face.

"I feel…amazing!" Carlie said. "I feel stronger than I've ever felt in my life!"

"Well poop. I didn't see that coming." Jackal said. "X-Spiders, kill them!"

"X-Spiders? Really?" Peter said. "Little help here?"

"Sure. Now how do I-" Carlie started to say, when her arms turned into axes. "Whoa. Ok, that's kinda cool." She chopped the chains off, and Peter activated his mechanical legs.

"Who's ready to rumble?" Kaine said, extending his stingers.

"Carlie, you should get out of here. This isn't the time to figure what you can-" Peter started to say, when Carlie shot a hammer tendril out of her arm that knocked down to X-Spiders.

"I've read the police files on Venom, Carnage, and Anti-Venom, even on that Toxin guy from a few years ago. I know what these things can do." She said.

"Well then. Are we gonna kick some ass, or are we just going to stand around and talk?" Kaine said, and charged three creatures. He drove his stingers through ones head, snapped another's neck, and applied his mark to the third one, killing it instantly.

"Damn. I am really glad he's on our side now." Peter said, and extended his claws. He swiped at two, used his mechanical legs to throw three into a row of jaws, and webbed the face of another before he kicked it down.

"My turn." Carlie said, and she shot webbing out of her wrist, grabbing two creatures, and flinging them at Warren. "This is just like having Spider-Powers, only-hrrk!" Carlie was flung back by a punch from behind from Carrion, who quickly surrounded her with orange dust.

"I may not be able to infect you and your damned symbiote, but at least I can still kill you!" He yelled, and charged at her with a punch, which she caught. Instantly, Carrion's hand started smoking, and he screamed in pain.

'What the-? Oh right, healing powers. Carrion's a living virus.' Carlie thought, and flung Carrion into a wave of advancing X-Spiders.

"Kill them my babies! Kill these fools!" Jackal commanded, and Kaine was facing an X-Spider covered in some sort of organic armor.

"Well s**t. This is gonna hurt." Kaine said, and braced himself for the coming pain, when Peter jumped on the back of the X-Spider.

"Stay the hell away from my brother!" He yelled. "Here's a little number I whipped up for organic armor types like yourself!" Peter shot out what looked to be a spider tracer, but when it made contact, the armor started dissolving. "Like that? Little mixture of savage land Vibranium and a few secret ingredients, like love and sugar."

"Funny." Kaine said sarcastically as he punched the creature in the face. As Peter leapt, he took out two masks: his Spider-Man mask and Kaine's Scarlet Spider mask.

"Take it." He said, offering Kaine his mask. "You've earned this, Kaine. Ben always saw the best in you, and it looks like he was more than right." Kaine looked at the mask, before taking it and putting it on.

"Thanks, Pete." Scarlet Spider said as Spider-Man out his mask on.

"This whole 'brother' moment is nice and all, but I could use some help here!" Carlie said, almost swarmed by the X-Spiders.

"Shall we?" Spider-Man asked, and Scarlet Spider nodded. What happened next could only be described as a thing of beauty. Scarlet Spider and Spider-Man worked in perfect tandem, leaping all over the place and dealing out Spider-Powered punches that instantly knocked out whatever they hit. When it was done, not a single X-Spider was left standing.

"Well, that was a thing. Oh well, there's more where they came from!" Jackal said, and more X-Spiders came out of the wetworks.

"We need to end this!" Scarlet Spider said, and Spider-Man noticed a tank of hydrogen nearby.

"And end it we shall!" Spider-Man said as he grabbed a valve and flung it at the tank, causing a fire to instantly break out.

"No! My babies!" Jackal said as the flames consumed several rows of jars. "I have to save them!" He cried as he ran towards them.

"Leave to burn if he wants!" Kaine said, before he and Carlie shot out webs and swung away. Spider-Man looked at the Gwen clone.

"Come on, we need to move!" He yelled.

"No, I can't. I'm sorry, Peter." 'Gwen' said, and Peter extended his hand.

"Just take my hand! I can get you out of here!" He yelled.

"Goodbye, Peter." 'Gwen' said, and she was consumed by the flames.

Outside the Warehouse, Kaine and Carlie were on a nearby rooftop. Carlie's symbiote flowed from her face, and she began breathing heavily.

"Holy crap holy crap holy crap. Did that actually just happen?" She said. "Oh my god. The past week really just happened. I really just spent a week being a part of a crazy doctor's experiments."

"Calm down, Carlie." Kaine said. "We made it out safely, and now we're going to-wait, where's Peter?" At that moment, the warehouse exploded, and out sailed Peter, his costume slightly burned, but otherwise no worse off.

"Peter! Are you ok?" Carlie asked, and he took off his mask.

"Yeah, I'm fine." He said. "What I should be asking is are YOU ok?"

30 Minutes Later, Baxter Building

"Fascinating." Reed Richards said as he examined a screen. Carlie was hooked up to all sorts of scanners, and Reed was examining the data. "It's very similar to the original Anti-Venom, but it's clear why Warren called you 'the Superior Anti-Venom.'"

"Can you explain what that means?" Spider-Man asked. He and Kaine were sitting nearby, and watched as one I the World's smartest minds worked.

"Well, while this symbiote posses all the abilities of the original Anti-Venom symbiote, it's abilities are vastly increased. The suit has stronger anti-bodies, and I believe I'm picking up trace amounts of Captain America's super soldier formula in it."

"Warren did say he had a few samples from Cap left over from when he was Spider King." Kaine said.

"It appears he added that to the mix." Reed said. "All in all, I'd say that this is twice as powerful as the original Anti-Venom."

"Is there any way to remove it?" Peter asked.

"I'm afraid not. When it drove out the nanites, it had to bond to her nervous system to completely expel them. With time, I could find a way, and-" Reed started to say, when Carlie cut him off.

"Maybe that's for the best." Carlie said. "My whole life, I've wanted to do something that makes a difference. We cops can only do so much on the streets, and every day the cycle resets itself." She unhooked the machines from her, and strode over to the window. "This city is sick, Peter. Maybe what it needs is a cure."

"Are you sure about this, Carlie? Once you start down this road, there's no turning back." Peter said.

"Positive. See ya around, Pete." Carlie said, and leapt out the window, web swinging away.

JFK International Airport

Peter, MJ, Aracely, and Kaine were all standing in front of the departure line. "It was great seeing you two. Feel free to come back anytime." Peter said. "Kaine, Ben would be so proud of you right now. He always believed there was good in you, no matter what."

"Thanks, Pete. That means a lot." Kaine said. "If you're ever in Houston, look me up at the Four Season's Hotel." The two met in a brotherly embrace.

"Thanks for showing me the city, MJ." Aracely said. "I had a great time!"

"You're welcome, Aracely. Give 'em hell down in Houston for me!" Mary Jane said, and Kaine and Aracely waved goodbye as they entered the departure line.

"I'm proud of Kaine." Peter said. "After so long, he's finally found a chance at happiness."

Epilogue 1

Jackal and Carrion shifted through the wreckage of Jackal's lab. "A pity Miles burned up in there. Oh well, we can always make a new one, right?" Jackal said.

"I grow tired of your eccentricities, Warren." A voice said, and out of the smoke came Goblin King and Jack O'Lantern.

"Yeah, I have to admit, you're a bit too flamboyant for my tastes." Jack said. "Just say the word, boss, and I'll put a nice glowing smile on his face."

"Stand down, Lantern." Goblin King said. "Warren, why on Earth are you looking through this piece of scorched Earth?"

"I'm looking for something…here we go!" Jackal said, and pulled out a canister. "Thank god this survived." He showed the canister to the members of the Goblin Underground, and they saw that it was labelled Kaine. "I always said making a clone of a clone was a terrible idea, but what the hell right? Who's up for 'Spidercide 2.0'?"

Epilogue II, Houston International Airport, Hours Later

"That was awesome! We went shopping, saw a broadway show, ate hot dogs from a hot dog cart, we even went to the Empire State Building!" Aracely said.

"Sounds like you had one hell of a time." Kaine said. 'Peter's proud of me. Me, the one who tormented him for years, who nearly beat him to death…he even called me brother.' He thought, a small smile on his face. 'It feels like nothing can ruin this moment.' He swatted at the back of his neck. 'Not even Houston's big ass Mosquitos. Ever since I was reborn, I've though of myself as a monster. But now? I see myself as a hero.' He thought as he entered his apartment. 'And this hero is going to…to…' he stopped as he looked in the mirror, revealing his face was covered in scars. 'My scars…the degeneration that plagued me for so long…it's back. And this new life I've built? It is officially over!'

A/N: and so starts a new chapter in the life of one of Peter's closest allies. Imagine Carlie's Anti-Venom costume as a black and white version of MC2's Spider-Girl costume. Meanwhile, it looks like Kaine's life is over! Will Peter save his brother save him from his curse? Find out, in…

Next Time: Sibling Rivalry Part 2: The Final Hunt


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